201 1 Annual Report

2011 ANNuAL REPORT

Contents
Report from our Chairman and Managing Director & CEO Corporate Governance Statement Simplified Financial Report Financial Report Comparative Financial Information 1 3 18 23 104 Replacement Cost of Sales Basis of Accounting Shareholder information Statistical information Glossary of terms Directory 105 106 108 109 bC

CALTEx AuSTRALIA LIMITED

Financial Calendar
year ended 31 deCeMber 2011
10 MAy 2012 Annual General Meeting Half year results and interim dividend announcement Record date for any interim dividend entitlement Interim dividend payable Full year results and final dividend announcement Record date for any final dividend entitlement Final dividend payable *These dates are subject to change

ElizabEth bryan
(Chairman)

Julian SEgal
(Managing Director & CEO)

year ending 31 deCeMber 2012*

27 august 2012 11 septeMber 2012 3 oCtober 2012 25 february 2013 12 MarCh 2013 4 apriL 2013

2011 annuaL report This 2011 Annual Report for Caltex Australia Limited has been prepared as at 27 February 2012. The 2011 Annual Report provides information about Caltexs main operating activities and performance for the year ended 31 December 2011. The 2011 Financial Report, which forms part of the 2011 Annual Report, provides detailed financial information for the Caltex Australia Group for the year ended 31 December 2011. These and other reports are available from our website (www.caltex.com.au). When we refer to the Caltex Australia Group in this 2011 Annual Report, we are referring to: Caltex Australia Limited (ACN 004 201 307), which is the parent company of the Caltex Australia Group and is listed on the Australian Securities Exchange (ASx) our major operating companies, including Caltex Australia Petroleum Pty Ltd, Caltex Refineries (NSW) Pty Ltd, Caltex Refineries (Qld) Pty Ltd, Caltex Petroleum Services Pty Ltd and Calstores Pty Ltd a number of wholly owned entities and other companies that are controlled by the group. Please note that terms such as Caltex and Caltex Australia have the same meaning in the 2011 Annual Report as the Caltex Australia Group, unless the context requires otherwise. Shareholders can request a printed copy of the 2011 Annual Report (and 2011 Financial Report) and/or the 2011 Annual Review, free of charge, by writing to the Company Secretary, Caltex Australia Limited, Level 24, 2 Market Street, Sydney NSW 2000 Australia.

Report from our Chairman and Managing Director & CEO

Like many Australian manufacturing businesses, 2011 was a difficult year for Caltexs refining business. The higher Australian dollar, lower Caltex refiner margins and increasing costs all contributed to a poor 2011 refining performance. On the other hand, the marketing business delivered a record result and Caltex achieved another record safety performance as measured by injury frequency rates. We also continued to invest in infrastructure to strengthen our supply chain, reinforcing our commitment to reliable supply to our customers.

accelerating growth and investment initiatives to expand Caltexs business within the Australian resource segments. One such initiative was the acquisition, in December 2011, of Baileys Marine Fuel Australia; a specialist marine fuel distributor, infrastructure developer and fuel service provider to the commercial and recreational marine segments primarily across the Western Australian coast, Darwin and Sydney.

reFinery result and asset impairment

The refineries had a difficult first half of 2011 with extreme weather events causing an unplanned shutdown of the Lytton refinery in Queensland and berth closures at Kurnell in New South Wales. Major planned maintenance at Kurnell extended beyond its scheduled duration as additional work emerged following commencement of the inspection program. At our Lytton refinery, we made a decision to undertake additional repairs, in the interests of safe and reliable operations, which reduced production. These events reduced the refining result for the first half by approximately $50 million. Despite the progress being made in the ongoing refining improvement initiative, Caltexs relatively small refineries, in their current configuration, are disadvantaged compared to the modern, larger scale and more efficient refineries in the Asia region. This disadvantage has been exacerbated by the effect of the ongoing strength of the Australian dollar (rising from an average of 91.96 US cents in 2010 to 103.24 US cents in 2011), lower Caltex refiner margins and increasing costs on the asis refining business. Caltex advised in December 2011 that it was assessing the recoverability of its refinery asset carrying value. This assessment was on the basis of the current configuration, in accordance with the requirement of accounting standard AASB 136 Impairment of Assets. This precludes the inclusion of improvements to future cash flows for decisions not yet taken. As a result of this assessment of the refinery asset carrying value, a noncash adjustment of $1.5 billion (before tax) was recognised in the full year 2011 historic cost result. The effect of this impairment is to reduce the carrying value of the Caltex refining assets to $340 million. Importantly, this relates only to the book value of our refining assets and there is no impact on credit metrics or debt covenants. Our balance sheet continues to be strong and we remain committed to retaining our BBB+ credit rating and maintaining reliable supply to commercial and retail customers alike. This adjustment is in addition to the previously announced $67.7 million (before tax) impairment associated with the October 2011 decision to cease operation of one of two fluidised catalytic cracking units and the propane deasphalting unit at the Kurnell refinery. The decision formed part of ongoing efforts to deliver cost and capital efficiency gains and helps address the changing product demand in the Australian market. Both these units will be appropriately maintained to ensure safe operation until the end of their respective run dates.

Financial results
As announced on 16 February 2012, Caltex has written down the value of its refining assets by $1.5 billion before tax. This has resulted in a full year after tax loss on an historic cost basis (and including inventory gains) of $714 million for 2011, which includes significant items of approximately $1,116 million (after tax), primarily for the impairment of the refining assets. This compares with the 2010 full year result of $317 million, including significant items of $16 million (after tax). The 2011 result includes product and crude oil inventory gains of $138 million (after tax), as the average crude oil (Dated Brent) price rose from US$79.46 in 2010 to US$111.27 in 2011. This compares with an inventory gain of $15 million (after tax) in 2010, when the crude price was more stable. On a replacement cost of sales operating profit (RCOP) basis the full year profit after tax was $264 million, excluding significant items. This was lower than the 2010 RCOP result of $318 million and reflects lower Caltex refiner margins in 2011. RCOP is a preferred measure of reporting as it allows a greater focus on those items under managements control, and removes the effect of movements in the crude oil price. Global events such as the civil war in Libya and the tsunami in Japan raised crude oil prices and increased the difference in the price paid for light sweet crude compared to heavy, more sour crudes (otherwise known as the light heavy spread) well above historical averages. Since our refineries are configured to use light sweet crude, the increase in this spread, along with the absolute level of the crude price and the high Australian dollar reduced the Caltex refiner margin. It averaged US$7.98 per barrel or 4.87 Australian cents per litre during 2011 compared with an average of US$8.39 per barrel or 5.77 Australian cents per litre in 2010.

another record marketing result

During 2011 the marketing business delivered another record result. The core strategy of driving sales of premium petroleum, diesel, jet fuels and lubricants as well as nonfuel income contributed to an EBIT increase of more than 20% when compared with 2010. This growth was supported by investment in retail store upgrades and infrastructure and an unwavering commitment to reliable supply to our customers. Total transport fuels sales volume for 2011 was 15.7 billion litres, compared with 15.1 billion litres in 2010. The outstanding growth in premium fuels continued with 2,488 million litres sold in 2011, compared with 1,836 million litres sold in 2010. Also in 2011, Caltex established the Resource Based Business Development team, directly accountable for exploring and

reFinery review
The poor 2011 refining performance and the continuing difficult 2012 outlook for the companys refining business led Caltex to commence a major study into the role of the refineries in the supply chain, as previously announced in August 2011. The overarching objective of this review is to optimise value for our shareholders.
2011 caltex annual report 1

Report from our Chairman and Managing Director & CEO

We are determined to get the right outcome and to that end we continue to thoroughly evaluate all options to improve the asis business, ranging from investing in refining to improve performance, or closing if we are able to import product at a competitive price. One thing is certain; continuation of the status quo is not sustainable. We advised on 16 February 2012 that the outcome of the review will be known in approximately six months as there are many issues to consider. The detailed review is assessing issues such as the supply alternatives for our marketing and distribution business, the risk associated with each strategic option and the effect of possible decisions on a broad range of stakeholders. We remain strongly committed, as always, to safe and reliable operations.

Despite these improvements in safety performance, Caltex remains committed to further improve, given safety is the foundation for all our achievements. To this end, Caltex introduced process safety performance metrics in 2011 to supplement our personal safety metrics.

our people
The Board would like to acknowledge the contribution of all Caltex employees, contractors, franchisees and resellers during 2011. The year presented many challenges for the business and the people of Caltex responded with commitment and creativity. 2011 saw many examples of colleagues helping each other in extreme circumstances, like the flooding in Queensland, and the Board would like to express particular appreciation for employee commitment, in particular the focus on care and safety during a challenging year. During 2011 Caltex made good progress in gender diversity work, establishing the Caltex Diversity Council. Progress on this issue is regularly reported to the Human Resources Committee. In addition, the business established programs for the development of womens career management and programs to raise understanding in relation to unconscious bias.

supply chain enhancements

Caltex has undertaken significant work to ensure the business is poised to capture growth in the resources, transportation, aviation and other commercial sectors. In early 2011 Caltex completed terminal capacity expansions in North Queensland. Additional terminal capacity in Port Hedland was also completed in December 2011 to support supply to customers in the Western Australian resources sector. Other supply chain enhancements include agreements with Terminals Pty Ltd to build a new fuels import terminal in Adelaide and a bitumen import facility at Port Botany in Sydney. A major upgrade of the jet fuel pipeline linking the Kurnell refinery with Sydney Airport commenced in 2011 and is expected to be completed in late 2012. Maintaining reliable supply during a particularly challenging year was a significant achievement. Due to the war in Libya and the tsunami in Japan and extreme weather events at home, 2011 presented challenges at various times for sourcing both crude and refined product. However, Caltex met these challenges to ensure continuity of supply to our customers, demonstrating our commitment to our customers and a capacity to adjust promptly to changing circumstances. An example of this was our ability to reschedule coastal ship programs and work closely with maritime safety and port authorities so that Caltexs tankers were the first back into port in Townsville and Brisbane after the natural disasters in Queensland.

shareholder returns
After a strong relative total shareholder return performance in 2010, the challenging refining environment in 2011 contributed to a disappointing outcome for shareholders as the share price started the year at $14.38, traded in a range from $8.76 to $16.44, and closed the year at $11.77. The annual performance represented an absolute decline of 18%, but relative to our peers on the Australian share market we outperformed against the S&P/ASX 200 Energy sector by nearly 2.8% and underperformed against the broader S&P/ASX 200 by 2.9%. The Board has decided to declare a final dividend of 28 cents per share (fully franked) for the second half of 2011. Combined with the interim dividend of 17 cents per share for the first half, paid in September 2011, this equates to a total dividend of 45 cents per share (fully franked) for 2011. This compares with a total dividend payout of 60 cents per share (fully franked) for 2010.

outlook
The emphasis in 2012 will again be on safe and reliable operations to ensure cost effective and efficient supply to Caltex customers. Caltex remains a sound business and the medium to long term outlook is positive. The marketing business is expected to continue its growth. Caltex continues to build its position as Australias leading supplier of petroleum fuels through further investment in the companys supply chain. Regardless of any decision on the future of our refineries, our commitment to maintaining reliable supply is at the very core of Caltex. Reliability has been, and will always be, the key to the proven success of our business.

culture
True competitive advantage is achieved through the culture of an organisation. Attracting and retaining the right talent to build a high performance culture is fundamental to Caltexs success. Caltex continued on the second year of the journey to embed a high performance culture, with employees encouraged to adopt Caltexs values of care, own, trailblaze, move, serve and win. There have been many tangible business successes in 2011 which have relied on these values for direction. In 2012, a comprehensive employee engagement survey will assist in quantifying the work in this area and provide an evidence base for next steps.

another record result in saFety

While all six Caltex values are integral to our business, care is always written first as it encapsulates our unwavering commitment to personal and process safety. 2011 saw continued improvement in our safety performance. For the second consecutive year, Caltex achieved a best ever safety result. In 2011 the lost time injury frequency rate reduced 27% to 0.99 per million hours worked compared to 1.35 per million hours 2 worked in 2010.

ElizabEth bryan
Chairman

Julian SEgal
Managing Director & CEO

Corporate Governance Statement

Our corporate governance arrangements are set by the Board of Caltex Australia Limited (Caltex) having regard to the particular circumstances of our business and operations and the best interests of our shareholders and other stakeholders. We are committed to best practice in corporate governance where these practices are appropriate and add value to Caltex and our group of companies. We review our governance policies and practices each year to ensure that we comply with legal requirements, meet the expectations of our shareholders and other stakeholders, and best address the needs of our business. This Corporate Governance Statement provides information about Caltexs corporate governance practices for 2011, including compliance with the ASX Corporate Governance Councils Corporate Governance Principles and Recommendations. References to individual principles and recommendations are to those in effect during 2011. You can access the governance documents referred to in this statement from the Caltex website (w w w.caltex.com.au). You will also find this Corporate Governance Statement on our website, as part of the online annual report and in a section of the site dedicated to corporate governance. This statement is current as at 27 February 2012 and should be read together with the Directors Report at pages 24 to 50 of this 2011 Annual Report. If you would like to request a hard copy of the 2011 Annual Report or the 2011 Annual Review (free of charge), you can write to the Company Secretary at Caltex Australia Limited, Level 24, 2 Market Street, Sydney NSW 2000.

summary oF compliance For 2011

principles and recommendations comply

1.
1.1 1.2 1.3

lay solid Foundations For management and oversight

Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions. Companies should disclose the process for evaluating the performance of senior executives. Companies should provide the information indicated in the Guide to reporting on Principle 1.

2.
2.1 2.2 2.3 2.4 2.5 2.6

structure the Board to add value

A majority of the board should be independent directors. The chair should be an independent director. The roles of chair and chief executive officer should not be exercised by the same individual. The board should establish a nomination committee. Companies should disclose the process for evaluating the performance of the board, its committees and individual directors. Companies should provide the information indicated in the Guide to reporting on Principle 2.

3.
3.1 3.2

promote ethical and responsiBle decision making

Companies should establish a code of conduct and disclose the code or a summary of the code as to: the practices necessary to maintain confidence in the companys integrity he practices necessary to take into account their legal obligations and the reasonable expectations of t their stakeholders the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them. Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them. Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board. Companies should provide the information indicated in the Guide to reporting on Principle 3.

3.3 3.4 3.5

4.
4.1 4.2 4.3 4.4

saFeguard integrity in Financial reporting

The board should establish an audit committee. The audit committee should be structured so that it: consists only of nonexecutive directors consists of a majority of independent directors is chaired by an independent chair, who is not chair of the board has at least three members. The audit committee should have a formal charter. Companies should provide the information indicated in the Guide to reporting on Principle 4.
2011 caltex annual report

Corporate Governance Statement (continued)

principles and recommendations

comply

5.
5.1

make timely and Balanced disclosure

Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies. Companies should provide the information indicated in the Guide to reporting on Principle 5.

5.2

6.
6.1 6.2

respect the rights oF shareholders

Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy. Companies should provide the information indicated in the Guide to reporting on Principle 6.

7.
7.1 7.2

recognise and manage risk

Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies. The board should require management to design and implement the risk management and internal control system to manage the companys material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the companys management of its material business risks. The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. Companies should provide the information indicated in the Guide to reporting on Principle 7.

7.3

7.4

8.
8.1 8.2 8.3 8.4

remunerate Fairly and responsiBly

The board should establish a remuneration committee. The remuneration committee should be structured so that it: consists of a majority of independent directors is chaired by an independent chair has at least three members. Companies should clearly distinguish the structure of nonexecutive directors remuneration from that of executive directors and senior executives. Companies should provide the information indicated in the Guide to reporting on Principle 8.

our practices in detail 1. lay solid Foundations For management and oversight
At Caltex, our business and corporate operations are managed under the direction of the Board on behalf of shareholders. The Board oversees the performance of Caltex management in seeking to deliver superior business and operational performance and long term growth in shareholder value. The Caltex Board recognises that providing strong leadership and strategic guidance to management is important to achieve our goals and objectives. The Managing Director & CEO is accountable to the Board for Caltexs daytoday business performance and operations. In this section, we discuss some of the key aspects of Caltexs approach to laying the foundations for managing our business and operations and how the Board reviews the performance of the senior executive team.

1.1 caltex has established the functions reserved to the Board and those delegated to senior executives. the functions reserved to the Board and committees are disclosed in their charters, which are available from our website. Functions reserved to the Board and delegations to management
The Caltex Board has a number of important responsibilities and accountabilities under the Corporations Act, the ASX Listing Rules and Caltexs Constitution. These matters are required to be addressed directly by the Board. The responsibilities and accountabilities of the Caltex Board and management are identified in the following ways: Board charter The Boards charter seeks to achieve a balance that gives Caltexs Managing Director & CEO authority to manage our daytoday operations, while reserving important strategic, business, operational and governance matters to the Board. The charter also sets out important governance matters relating to the Caltex Board, such as its composition, the skills and competencies of directors and the Board, and other aspects of the Boards operations. The Boards charter is available from our website (w w w.caltex.com.au).
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 Committee charters The Boards standing committees (Audit Committee, Human Resources Committee, Nomination Committee and OHS & Environmental Risk Committee) serve as advisory committees to the Board. Additionally, the committees undertake a number of functions delegated by the Board, which are set out in the committee charters. Delegations of authority The Managing Director & CEO is responsible for managing Caltexs daytoday business and operations. Specific authorities for the CEO in relation to Caltexs daytoday business and operations are set out in delegations of authority approved by the Board. The Managing Director & CEO has, in turn, approved subdelegations of authority for Caltex management. Matters that are outside of the delegations of authority must be brought to the Board for approval.

letter of appointment for new directors

When a new nonexecutive director is appointed, it is important that they clearly understand the Boards expectations of them. This includes the commitment expected of directors for Board matters, additional work that may be undertaken by Board committees, and other aspects of the role. A new nonexecutive director is provided with a formal letter following their appointment, which covers the matters referred to in the guidance and commentary for Recommendation 1.1. The letter was reviewed by the Boards Nomination Committee in June 2011. The Managing Director & CEO enters into an executive service agreement and receives a job description at the time of appointment.

1.2 caltex discloses the process for evaluating the performance of senior executives and publishes the process on our website. managing director & ceo
The Board sets goals and objectives for the Managing Director & CEO each year, which are recorded in a performance agreement. The Boards review process includes the following aspects: The Chairman carries out an initial assessment of the Managing Director & CEOs performance. The Boards Human Resources Committee discusses the initial assessment with the Chairman and the Managing Director & CEO. The committee agrees an assessment to recommend to the Board. The Board discusses the Managing Director & CEOs performance in detail and approves an assessment. This process was followed in February 2012 in relation to the Managing Director & CEOs performance for 2011.

caltex leadership team

Performance objectives for members of the Caltex Leadership Team are agreed for the coming year with the Managing Director & CEO. In addition, there is a job description for each member of the Caltex Leadership Team, which documents the core accountabilities and behavioural expectations for the role. The performance objectives and job description form the basis for assessing the executives performance. Performance against the objectives determines any short term incentive the executive will achieve, subject to overall company targets being met, while performance against the job description is used to assess base salary. The Managing Director & CEO formally reviews the performance of Caltex Leadership Team members both midyear and at the end of the year. The full year review is discussed with the Boards Human Resources Committee and then with the Board. This process was followed in relation to the Caltex Leadership Teams performance for 2011.

1.3 caltex provides the information indicated in the guide to reporting on principle 1.
Caltex complies with Recommendations 1.1, 1.2 and 1.3. The following information is available from our website (w w w.caltex.com.au): Board Charter Committee Charter for each of the Audit Committee, Human Resources Committee, Nomination Committee and OHS & Environmental Risk Committee Performance Evaluation Process for the Board, the Managing Director & CEO and the Caltex Leadership Team Board Composition, Appointment, Induction & Election.

2011 caltex annual report

Corporate Governance Statement (continued)

2. structure the Board to add value

The Caltex Board reviews its composition each year, including the number of independent directors and the mix of skills, experience, expertise and diversity of directors and the Board. The Board recognises that it is in the best interests of shareholders to have a strong representation of independent directors. Caltex considers a director to be independent if they are free of any business or other relationship that could materially interfere with (or could reasonably be perceived to materially interfere with) the independent exercise of the directors judgement. In this section, we discuss the composition of the Board, the criteria used to assess director independence, the separate roles of the Chairman and the Managing Director & CEO, the role of the Boards Nomination Committee, and the process followed by the Board to evaluate its own performance and that of its committees and individual nonexecutive directors.

2.1 Caltexs Board does not comprise a majority of independent directors. caltex Board
Caltex is an Australian public company listed on the ASX. We have a major shareholder, Chevron, which holds 50% of our ordinary shares. We operate independently of Chevron, with all decisions made in Australia by the Caltex Board and management. There are currently eight directors on the Caltex Board. The Boards policy on composition is to have at least four independent, nonexecutive directors and up to three directors who are Chevron executives. Chevron does not have a right to appoint a nominee as a director. All decisions to appoint a new director are made by the Caltex Board. Additionally, the CEO serves as the Managing Director. The Board, at the date of this report (27 February 2012), comprises: Ms Elizabeth Bryan (Chairman; Nonexecutive Director/Independent) Appointed: 18 July 2002/Appointed as Chairman: 1 October 2007 Mr Julian Segal (Managing Director & CEO) Appointed: 1 July 2009 Mr Trevor Bourne (Nonexecutive Director/Independent) Appointed: 2 March 2006 Mr Brant Fish (Nonexecutive Director) Appointed: 27 July 2006 Mr Greig Gailey (Nonexecutive Director/Independent) Appointed: 11 December 2007 Mr Timothy (Tim) Leveille (Nonexecutive Director) Appointed: 1 December 2010 Mr Walter (Walt) Szopiak (Nonexecutive Director) Appointed: 1 September 2010 (previously an alternate director from 17 April 2009 to 31 August 2010) Mr John Thorn (Nonexecutive Director/Independent) Appointed: 2 June 2004 (Ms Colleen JonesCervantes serves as an alternate director for each of Mr Fish (from 1 September 2010), Mr Szopiak (from 1 September 2010) and Mr Leveille (from 1 December 2010)). Directors profiles are provided at pages 24 to 25 of this 2011 Annual Report.

process for assessing independence

The Caltex Board assesses the independence of its directors in February each year. An initial assessment is made when a director is appointed. Directors are required to disclose relevant personal interests and conflicts of interest on an ongoing basis. A new interest or conflict of interest may trigger a review of the directors independent status. Each year, nonexecutive directors are required to provide a certificate to the Board in which they confirm their status as independent (or otherwise). Additionally, directors complete a questionnaire each year providing details of any transactions with Caltex. The independence criteria approved by the Board take the following relationships with Caltex into account: service as an officer of a substantial shareholder previous service as a director or senior executive of Caltex in the last three years service as a partner, principal or director of a professional adviser or consultant that has had a material business relationship with Caltex in the last three years service as a director, officer or senior executive of, or employee significantly associated with the service provided by, a professional adviser or consultant that has had a material business relationship with Caltex in the last three years
6

 significant direct or indirect involvement in the external audit of Caltex in the last five years or service as a partner, principal or director of the external auditor in that period a relationship (substantial shareholder, director, officer or senior executive) with a supplier or customer that has had a material business relationship with Caltex, and a contractual relationship (directly or indirectly), interest or other relationship with Caltex that could, or could reasonably be perceived to, materially interfere with the directors ability to act in Caltexs best interests. A professional adviser, consultant, supplier or customer will be considered to have a material business relationship with Caltex if: from the perspective of the Caltex director, the business relationship is significant (directly or indirectly) to their own circumstances, or from Caltexs perspective, the business relationship generates revenue or expenses (to Caltex) of 10% or more of Caltexs total revenues or expenses, as applicable. As at 27 February 2012, Ms Elizabeth Bryan, Mr Trevor Bourne, Mr Greig Gailey and Mr John Thorn comply with Caltexs director independence criteria. Mr Julian Segal (Managing Director & CEO) is not independent as he is an executive director. Mr Brant Fish, Mr Tim Leveille and Mr Walt Szopiak, who are executives of Chevron, are not independent. The Board believes, on balance, that the benefits to Caltex from having Chevron executives on the Board outweigh any disadvantages. The appointment of Chevron executives as nonexecutive directors of Caltex gives the Board direct access to current senior executives of a leading global energy company who have many years of industry experience. Each of Brant, Tim and Walt bring important knowledge and experience to the Boards consideration of operational, strategic and business matters relevant to the petroleum industry. This level and breadth of experience is generally not available from Australianbased directors unless they are, or have been, involved in the petroleum industry. The pool of directors with industry experience who would be available to Caltex is relatively small because many candidates have current or recent associations with our competitors.

conflicts of interest
If the Board considers a matter that involves a conflict of interest for any director, the Boards practice is for the affected director to leave the meeting and not participate in the discussion or any decision on the matter.

Preliminary meetings of directors

In 2011, the Board held preliminary meetings in the absence of Caltex management at scheduled Board meetings throughout the year.

access to independent professional advice

Caltex directors have access to independent professional advice at the companys expense. Where a director seeks professional advice (at our expense), our process requires prior approval by the Board Chairman. If the Board Chairman seeks advice, prior approval by the Audit Committee Chairman is required.

process for the selection and appointment of new nonexecutive directors

When the Board has decided to appoint a new nonexecutive director, the selection and appointment process begins with the development of selection criteria by the Nomination Committee. The selection criteria will reflect the desired capabilities of the Board (including general corporate attributes, industryspecific attributes, diversity and personal attributes), the current and likely circumstances of the company, and whether the new director is being appointed to replace an outgoing director or as an addition to the Board. The selection and appointment process for a new independent, nonexecutive director involves the following additional steps: The Nomination Committee engages an external executive firm to conduct the search. The committee provides a brief on the selection criteria and requests the firm to provide a list of candidates for consideration. This process may include directors referring possible candidates. Members of the Nomination Committee interview one or more of the candidates. The Board is updated on the selection process at appropriate times. The Nomination Committee agrees on a preferred candidate or candidates. When the Board is appointing a nonexecutive director who is a Chevron executive, the Chairman and the Managing Director & CEO (typically with assistance from existing directors from Chevron) contact Chevron to discuss potential candidates who would best meet the selection criteria. This also includes consideration of: flexibility in the work schedule of a Chevron executive to meet the time commitments of being a Caltex director, and the networks of an executive within Chevron and their access to senior Chevron executives. In all cases, the appointment of a new director is made by the Board.

2011 caltex annual report

Corporate Governance Statement (continued)

election/reelection of directors
A newly appointed nonexecutive director holds office until the end of the next Annual General Meeting and is eligible for election by shareholders at the meeting. The Managing Director & CEO is appointed by the Board and is not subject to election. Following election by shareholders, a director holds office for three years or until the third Annual General Meeting following the directors last election (whichever is longer). Before each Annual General Meeting, the Board decides whether to support a director standing for election or reelection. This is not automatic, and is determined having regard to advice provided by the Nomination Committee. The Boards recommendation is included in the notice of meeting sent to shareholders, together with biographical information on the director standing for election or reelection. The matters considered by the Nomination Committee in forming its recommendation to the Board about the election or reelection of a director include: the directors performance the desired composition of the Board, including its size, diversity and desired capabilities the length of time the director has served on the Board, and the directors external commitments.

2.2 caltexs chairman is an independent director.

Under the Boards charter, the Chairman must be an independent, nonexecutive director. The Chairman is elected by the directors on the basis of relevant experience, skills and leadership abilities. Ms Elizabeth Bryan, who is an independent director, has served as the Caltex Chairman since 1 October 2007. Some of the special responsibilities of the Board Chairman at Caltex include: facilitating the work of the Board overseeing the provision of appropriate information to the Board approving the agenda for each meeting in consultation with the Managing Director & CEO and the Company Secretary managing Board activities to assist their efficient and effective conduct, and fostering a culture which encourages directors to contribute in an open and constructive manner.

2.3 At Caltex, the roles of chairman and chief executive officer are not exercised by the same person.
As noted previously, Ms Elizabeth Bryan is the Chairman of the Caltex Board and Mr Julian Segal is the Managing Director & CEO.

2.4 the Board has established a nomination committee.

The Nomination Committee is a standing committee of the Caltex Board. The committee assists the Caltex Board with matters relating to Board composition, appointment and induction of new nonexecutive directors, director election and reelection, Board performance and Board succession planning. All of the Caltex nonexecutive directors are members of the Nomination Committee. The Board Chairman, Ms Elizabeth Bryan, serves as the Chairman of the Nomination Committee. The committee comprises a majority of independent directors. The responsibilities and composition of the Nomination Committee are set out in a charter. The charter was reviewed by the Board in June 2011 and reflects the matters set out in the commentary and guidance for Recommendation 2.4. The Nomination Committee held two meetings in 2011. The number of meetings attended by each committee member is shown at page 48 of this 2011 Annual Report.

2.5 caltex discloses the process for evaluating the performance of the Board, its committees and individual directors. this information is contained within the Performance Evaluation Process which is available on our website (www.caltex.com.au).
The review of the performance of the Board, its committees and individual directors typically occurs every two to three years and is facilitated by an external consultant. The consultant conducts oneonone interviews with directors and key executives. Directors provide feedback on other Board members as part of the review.

The external consultant prepares a report relating to Board and committee performance, which is discussed by the Nomination Committee and then by the Board. Any actions to further enhance Board and committee performance are documented, so that progress against their implementation can be monitored. The external consultant also meets with the Chairman to discuss a peer assessment for each director. In February 2011, the Board completed a performance review facilitated by an external consultant, which followed this process.

2.6 caltex provides the information indicated in the guide to reporting on principle 2.
Caltex complies with Recommendations 2.2, 2.3, 2.4, 2.5 and 2.6. We do not currently comply with Recommendation 2.1 (as the Board does not have a majority of independent directors). The following information is available from our website (w w w.caltex.com.au): Board Charter Charter of Director Independence Board Composition, Appointment, Induction & Election Committee Charter for the Nomination Committee Performance Evaluation Process for the Board, the Managing Director & CEO and the Caltex Leadership Team.

3. promote ethical and responsiBle decision making

Caltex is committed to conducting business in accordance with all applicable laws and meeting and promoting the highest ethical standards. Caltex is also committed to achieving diversity across all levels of our organisation. We have a code of conduct that provides a framework for decision making and guides business behaviour. We have a Caltex diversity policy that sets out how we seek to attract, retain and develop the best talent, seize opportunities for creative problem solving and grow our business through an informed understanding of the diverse markets in which we operate. In this section, we discuss aspects of our code of conduct and the diversity policy.

3.1 caltex has a code of conduct in place. we make the code available from our website.
Caltexs code of conduct provides a framework for decision making and business behaviour, which builds and sustains our corporate integrity, reputation and success. The code of conduct identifies responsibilities for investigating breaches of the code and the reporting of breaches to the Board or senior management. The Board reviewed the code of conduct in February 2012 and received a report from the General Manager Human Resources in relation to the administration of, and compliance with, the code during 2011. The code of conduct reflects the matters set out in the commentary and guidance for Recommendation 3.1 and applies to Caltex directors, senior executives and staff.

3.2 altex has a diversity policy in place. We make the policy available from our website. The policy includes requirements C for the Board to establish measurable objectives for achieving gender diversity and for the Board to assess annually both the objectives and our progress in achieving them.
Caltex has developed a policy on diversity which sets out the overall aims of our diversity strategies and the responsibilities of the Board, its committees and staff in relation to diversity. Caltex is committed to growing leadership capabilities that result in more consistent and active sponsorship and stewardship of gender diversity. With the assistance of the Human Resources Committee, the Board is responsible for approving measurable gender objectives set in accordance with the diversity policy, annually assessing those objectives and the progress against them, and monitoring the proportion of women across the Group. The Board approved Caltexs diversity policy in December 2010 and receives a report from the General Manager Human Resources in relation to Caltexs performance under the policy each year. The diversity policy reflects the matters set out in the commentary and guidance for Recommendation 3.2. The diversity policy is available from our website (w w w.caltex.com.au).

2011 caltex annual report

Corporate Governance Statement (continued)

3.3 he Caltex Board has set measurable objectives for achieving gender diversity in accordance with the diversity policy and T discloses progress towards achieving them.
In December 2010, the Board approved a set of measurable objectives to achieve gender diversity. These objectives were disclosed in the Corporate Governance Statement included in Caltexs 2010 Annual Report. Our progress in relation to each objective is set out in the following table: oBJective (1) Caltex will establish a Diversity Council, chaired by the Managing Director & CEO, to meet quarterly to proactively monitor gender diversity initiatives and outcomes. (2) Caltex will provide high potential women senior managers with developmental experiences to prepare them for promotion to critical leadership roles. progress The Diversity Council has been established and had a total of six meetings in 2011, including one meeting each quarter. Caltex nominated four of its high potential women leaders to participate in the Chief Executive Women Talent Program, which provides structured networking with women in existing leadership positions in the corporate sector. Several high potential senior women managers moved into new roles in different functions of the business, for example from corporate to operational roles, to enhance their career development. Female appointees represented 50% of all senior manager promotions. 88% of women senior managers participated in a career success program, including a coaching component. The remaining 12% participated in the Chief Executive Women Talent Program (as described at Objective 2). 100% of women middle managers completed a career success program, including three women who chose to participate while on parental leave. An extensive networking program was implemented, comprising a total of 18 events throughout the year. The 15th International Conference for Women Engineers and Scientists was held in the Southern Hemisphere for the first time, in Adelaide. Caltex was gold sponsor of this event and our Chairman, Ms Elizabeth Bryan, addressed the plenary session of the conference, which has been held every three years since 1964. The conference provides an important forum for the exchange of information and ideas for women in science, technology, engineering and mathematics. Twenty Caltex female engineers and technicians attended the conference. In addition to this event, Caltex participates in the Diversity Council of Australia, Women on Boards and the Chief Executive Women Talent Program.

(3) Caltex will ensure that 90% of women senior managers (grades 58 and above) have completed a womens career success program, including a coaching component. (4) Caltex will ensure that 90% of women middle managers (grades 56 and 57) have completed womens career success programs. (5) Caltex will introduce networking programs targeted at women managers. (6) Caltex will increase sponsorship and connection to external womens networks, including sponsorship of a significant national event.

In December 2011, the Board assessed both the objectives and Caltexs progress in achieving them. The Board is pleased with Caltexs performance against the objectives. The following objectives have been set by the Board for 2012: (1) Caltex will increase the number of women managers in its pipeline critical successor Talent Pool from 16% to a minimum of 20%. (2) In the annual remuneration review, Caltex will continue the practice of reviewing and addressing remuneration by gender to ensure unconscious bias has not influenced outcomes. (3) Caltex will seek to increase the number of graded employees who answer yes to Do you feel comfortable talking to your manager about flexible work arrangements? from 60% to 70% (in the Caltex Flexible Work Survey). (4) Caltex will maintain the reduction of voluntary turnover amongst graded female employees so that it continues at a similar proportion to the voluntary turnover rate of graded male employees. (5) During 2012, Caltex will establish initiatives to provide direct support to new parents who return to work following a period of parental leave as a childs primary carer.

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3.4 altex has, in this statement, set out the proportion of women employees across the whole organisation, women in C senior executive positions and women on the Board.
The following information is provided about the proportion of women across the Caltex Australia Group at 31 December 2011: Board One of the eight directors (12.5%): Ms Elizabeth Bryan, who is the Chairman of the Caltex Board. In addition, Ms Colleen JonesCervantes serves as an alternate director. Senior executives There are currently no female members of the Caltex Leadership Team. Ms Helen Conway, who served as General Manager Office of the CEO, General Counsel and Company Secretary, was a member of the Caltex Leadership Team until her resignation on 25 March 2011. Ms Conway has been appointed as Director of the Equal Opportunity for Women in the Workplace Agency (EOWA). Senior managers Women comprise 18% of Caltexs senior managers (salary grades 58 and above, not including members of the Caltex Leadership Team). Middle managers Women comprise 15% of Caltexs middle managers (salary grades 56 and 57). Across the Caltex Group Women comprise 31% of all Caltex employees.

3.5 caltex provides the information indicated in the guide to reporting on principle 3.
Caltex complies with Recommendations 3.1, 3.2, 3.3, 3.4 and 3.5. The following information is available from our website (w w w.caltex.com.au): Caltex Code of Conduct Caltex Diversity Policy.

4. saFeguard integrity in Financial reporting

Caltex has structures in place to independently verify and safeguard the integrity of our financial reports. The ultimate responsibility for the integrity of financial reporting rests with the Board. The Boards Audit Committee plays a significant role in Caltexs governance arrangements in relation to financial reporting matters. The committee receives reports from the external auditor (KPMG), from Caltexs Internal Audit Manager, and from Caltex management. In this section, we discuss the role of the Audit Committee, including its structure and composition, and the responsibilities of the committee, as set out in its charter.

4.1 caltex has established an audit committee.

The Audit Committee is a standing committee of the Caltex Board. The committee addresses the appropriateness of Caltexs accounting policies, financial risk management practices and the integrity of our financial reporting so that financial reports present a true and fair view of Caltexs financial performance and position.

4.2 caltexs audit committee: consists only of nonexecutive directors consists of a majority of independent directors is chaired by an independent chair, who is not chair of the Board, and has three members.
The Audit Committee comprises only independent directors, which is a requirement of its charter. The committee members are Mr John Thorn (Committee Chairman), Mr Trevor Bourne and Mr Greig Gailey. As noted previously, Mr Thorn, Mr Bourne and Mr Gailey are all independent, nonexecutive directors. Details of the skills, experience and expertise of each member of the Audit Committee are provided at pages 24 to 25 of this 2011 Annual Report. The Audit Committee held four meetings in 2011. The number of meetings attended by each committee member is shown at page 48 of this 2011 Annual Report.

2011 caltex annual report

11

Corporate Governance Statement (continued)

4.3 caltexs audit committee has a formal charter.

The role and responsibilities of the Audit Committee are set out in its charter. In its advisory role, the Audit Committee assists the Board to fulfil its responsibilities in relation to the integrity of our reporting to shareholders and the market on the financial performance and position of the Caltex Australia Group. Additionally, the committee oversees matters relating to the independence of Caltexs external auditor (KPMG). The Audit Committee undertakes a number of functions delegated by the Board, including approving the scope of the external audit and the terms of engagement for the external auditor for the half year and the full year. The charter was reviewed by the Board in December 2011 and reflects the matters set out in the commentary and guidance for Recommendation 4.3. One of the Audit Committees key roles is to assess the performance of the external auditor and, as appropriate, make recommendations to the Board on the appointment, reappointment or replacement of the external auditor. The Audit Committee reviewed KPMGs performance as external auditor prior to KPMG being engaged for the 2011 full year audit and half year review. The Board has approved a policy dealing with the provision of services by the external auditor, including nonaudit services. The Audit Committee monitors services provided by KPMG during the year to confirm that KPMG continues to be independent and to confirm compliance with the policy. The committee also monitors the rotation requirements for the external auditor under the Corporations Act with KPMG each year.

4.4 caltex provides the information indicated in the guide to reporting on principle 4.
Caltex complies with Recommendations 4.1, 4.2, 4.3 and 4.4. The following information is available from our website (w w w.caltex.com.au): Committee Charter of the Audit Committee Relationship with the External Auditor.

5. make timely and Balanced disclosure

Caltex is committed to promoting investor confidence by ensuring that trading in our securities takes place in an informed market. Caltex has mechanisms in place to ensure that we meet our continuous disclosure obligations under the ASX Listing Rules and the Corporations Act. We recognise that investors need equal and timely access to material information about Caltex and that company announcements should be factual, clear and balanced. In this section, we discuss Caltexs disclosure practices, including some of the key aspects of our continuous disclosure policy.

5.1 altex has a continuous disclosure policy in place, which is designed to ensure compliance with the ASX Listing Rules and C to ensure accountability at a senior executive level for that compliance. We make the policy available from our website.
Caltexs continuous disclosure policy sets out the key obligations of the Board, senior executives and staff to ensure that we comply with our continuous disclosure obligations. The Board has ultimate responsibility for continuous disclosure. Under the policy, the Board is specifically responsible for disclosures in relation to the following matters: financial results dividends profit outlooks resignations and appointments of directors, and key strategic decisions. The Board may, as required, delegate authority in relation to any of these matters to a committee or to nominated disclosure officers (the Managing Director & CEO, the Chief Financial Officer and the Company Secretary). The disclosure officers have been delegated specific authority by the Board to approve disclosures to the ASX in relation to all other matters. Caltexs continuous disclosure policy was reviewed by the Board in December 2011. The policy reflects the matters set out in the commentary and guidance for Recommendation 5.1.

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5.2 caltex provides the information indicated in the guide to reporting on principle 5.
Caltex complies with Recommendations 5.1 and 5.2. The Caltex Continuous Disclosure Policy is available from our website (w w w.caltex.com.au).

6. respect the rights oF shareholders

The Caltex Board recognises the special responsibilities of directors on behalf of our shareholders. Caltex supports governance practices designed to promote effective engagement with both our retail and our institutional shareholders. We actively look at ways of making it easier for shareholders to participate at general meetings. In the course of our daytoday business, we have transactions with Chevron. The Board has a policy governing transactions with Chevron which requires transactions to be at arms length, which means Chevron is not favoured over our other shareholders. In this section, we discuss the steps Caltex takes to empower shareholders through online and other, more traditional ways of communication, our commitment to giving shareholders balanced and understandable information about Caltex, and how the Annual General Meeting enables shareholders to interact with the Board. We also discuss the Boards policy for transactions with Chevron.

6.1 altex has a communications policy in place to promote effective communication with our shareholders and encourage C participation at general meetings. We make the policy available from our website. Shareholder communications policy
Caltexs shareholder communications policy is designed to promote effective communication with shareholders and encourage participation at general meetings. We support the use of electronic communications and other ways of communicating with investors. Our website (w w w.caltex.com.au) enables shareholders to access Board and committee charters, corporate governance policies, ASX announcements, annual and half year reports, information for shareholder meetings, investor presentations and other corporate information. The following web address links directly to the corporate governance section of the website: w w w.caltex.com.au/AboutUs/Pages/CorporateGovernance.aspx Shareholders can write to the Caltex Secretariat (at Level 24, 2 Market Street, Sydney NSW 2000) to request a copy of corporate governance documents. Caltexs shareholder communications policy was reviewed by the Board in December 2011. The policy reflects the matters set out in the commentary and guidance for Recommendation 6.1.

information release practices

At Caltex, we seek to ensure that all investors have equal and timely access to price sensitive information. We are committed to ensuring that information released to the ASX is factual, objective and clear. Presentations to investors or analysts are lodged with the ASX before the briefing, so that all shareholders can access the information. Caltex will not expressly or implicitly provide investors, analysts or the media with forecast profit guidance before that information has been disclosed to the ASX.

shareholder participation at annual general meetings

Caltexs Annual General Meeting is an important forum for our shareholders. We recognise that some shareholders may want to raise issues for discussion by the Chairman at the meeting, so we invite shareholders to send questions to us before the meeting. The Chairman responds to the key issues raised before the meeting in her formal address and opens the meeting to questions from shareholders on these and any other matters. We structure our meeting so that any director seeking election by shareholders speaks to the meeting about why they should be elected. Shareholders may question any director seeking election at the meeting. All directors and members of the Caltex Leadership Team attend the Annual General Meeting. Representatives of KPMG, our external auditor, also attend and are available to respond to questions from shareholders. Shareholders who are unable to attend the Annual General Meeting may watch and listen to the business of the meeting via a webcast that can be accessed from our website (w w w.caltex.com.au).

2011 caltex annual report

13

Corporate Governance Statement (continued)

Policy for transactions with Chevron

As noted previously, Chevron holds 50% of the ordinary shares in Caltex. During the course of a year, Caltex companies enter into a number of business and commercial arrangements with Chevron companies. Caltex benefits greatly from the relationship with Chevron. At the same time, the Board is mindful of ensuring that Chevron is not favoured over other shareholders and that all arrangements with Chevron are at arms length. The Caltex Board has adopted a policy for transactions with Chevron. The policy was reviewed by the Board in February 2012. Details of the policy, and other information concerning the relationship with Chevron, are available from our website (w w w.caltex.com.au).

6.2 caltex provides the information indicated in the guide to reporting on principle 6.
Caltex complies with Recommendations 6.1 and 6.2. The following information is available from our website (w w w.caltex.com.au): Caltex Shareholder Communications Policy Relationship with Chevron.

7. recognise and manage risk

Recognising and managing risk are critical to Caltexs business and operations. The Board and its standing committees have an important role in overseeing the management of material business risks. The Managing Director & CEO and the Caltex Leadership Team are responsible for the design and implementation of risk management systems and managing our material business risks. Our risk management practices are aimed at protecting the health and wellbeing of our people, ensuring that we comply with our responsibilities at law and to the community, and protecting shareholder value. We recognise that risk management can also include identifying opportunities that create value for our business and shareholders. In this section, we discuss our risk management policy and practices, the roles and responsibilities of the Board and management, our internal reporting on material business risks, and the statutory certification to the Board on the financial reports.

7.1 altex has established policies for the oversight and management of material business risks. A summary of Caltexs risk C management practices is available from our website.
Caltexs summary of our risk management practices provides details of the proactive and systematic approach that we take to managing risks. The policy identifies the roles and responsibilities of the Board (including Board committees), senior executives and staff across the organisation in the oversight and management of our risks. The Managing Director & CEO is responsible for implementing the policy across the Caltex Australia Group. We have risk management policies in place in relation to the following key business risks: crude, product and freight hedging interest rate management liquidity risk management foreign exchange risk management counterparty risk management treasury controls credit risk management occupational health and safety and the environment, and trade practices. Caltexs risk management policy was reviewed by the Board in February 2012. We recognise that climate change and measures to deal with its impact present risks to Caltexs business. Management has undertaken work to assess and determine how we manage these impacts. The Board receives updates from management in relation to Caltexs approach to climate change.

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7.2 altexs Board has required management to design and implement a risk management and internal control system to C manage Caltexs material business risks and report to it on whether those risks are being managed effectively.
The Board receives regular reports from management in relation to the effectiveness of Caltexs management of its material business risks.

Risk management and internal control systems

Caltex has adopted a risk management framework to proactively and systematically identify, assess and address events that could potentially impact our business objectives. This framework integrates the consideration of risk into our activities so that: risks in relation to the efficient and effective delivery of our business strategy are identified control measures are evaluated, and where potential improvements in controls are identified, improvement plans are scheduled and implemented. As part of the annual business planning process at Caltex and as part of conducting our daytoday business, risks are identified and documented, together with the controls in relation to those risks. Additionally, a consistent project development and implementation process is utilised to manage risks for all of our major initiatives and projects. The Board and its committees receive regular reports on material business risks, including the status and effectiveness of control measures regarding each of those risks, as part of our standing program for reporting. The material business risks described in the reports are those identified as having a potential material impact on business objectives, including safety of personnel, protection of the environment, business reputation and financial loss. For 2011, risk status reports addressing Caltexs material risks were provided to the Board and to the OHS & Environmental Risk Committee for the 2011 full year (in February 2012), including statements from management about the extent to which risks were being managed effectively. Quarterly updates were also provided to the Board and the OHS & Environmental Risk Committee throughout the year. The OHS & Environmental Risk Committee is a standing committee of the Caltex Board. The committee seeks to address the appropriateness of Caltexs practices to manage material occupational health, safety and environmental risks, so that these risks are managed in the best interests of Caltex and its stakeholders. Internal audit reports were provided to the Audit Committee and the OHS & Environmental Risk Committee during the year. The Human Resources Committee received reports on succession planning and risk mitigation strategies in relation to talent management. The Audit Committee receives reports on financial risk areas and related internal controls. The OHS & Environmental Risk Committee receives reports on occupational health, safety and environmental risk areas and related internal controls. Risks involving progressively lower impacts are reported to the Caltex Leadership Team and departmental leadership teams.

internal audit
Caltex has a dedicated internal audit function, which provides an independent and objective assessment to the Board and management regarding the adequacy, effectiveness and efficiency of Caltexs risk management, control and governance processes. Internal audit performs audits across our business in accordance with internal audit plans approved by the Audit Committee (for financial risk areas) and the OHS & Environmental Risk Committee (for occupational health, safety and environmental risk areas). Internal audit provides regular reports to the Audit Committee, the OHS & Environmental Risk Committee and senior management.

7.3 caltexs Board has received assurances from the chief executive officer and the chief financial officer that the declaration provided under section 295a of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.
In February 2012, the Board received a statement in relation to the 2011 full year report and results from the Managing Director & CEO and the Chief Financial Officer covering the matters set out in section 295A of the Corporations Act and in accordance with Recommendation 7.3. The Board received a similar statement from the Managing Director & CEO and the Chief Financial Officer in August 2011 for the 2011 half year results.

7.4 caltex provides the information indicated in the guide to reporting on principle 7.
Caltex complies with Recommendations 7.1, 7.2, 7.3 and 7.4. The Board and its standing committees have received reports from management in accordance with Recommendations 7.2 and 7.3. The Summary of Risk Oversight & Management Practices is available from our website (w w w.caltex.com.au).

2011 caltex annual report

15

Corporate Governance Statement (continued)

8. remunerate Fairly and responsiBly

The Board recognises that executive remuneration is a key area of focus for shareholders. At Caltex, we seek to put in place remuneration arrangements and practices that are appropriate, clear and understandable, are in the best interests of Caltex, and support superior performance and long term growth in shareholder value. In this section, we discuss the role and responsibilities of the Boards Human Resources Committee, the remuneration of nonexecutive directors and our remuneration practices for senior executives, including the Managing Director & CEO.

8.1 caltexs Board has established a remuneration committee.

The Human Resources Committee is a standing committee of the Caltex Board. The committee assists the Board in relation to remuneration arrangements and practices at Caltex. In its advisory role, the Human Resources Committee assists the Board in relation to Caltexs remuneration framework, the performance and remuneration of the Managing Director & CEO, the remuneration of members of the Caltex Leadership Team, fees paid to nonexecutive directors, remuneration by gender and the remuneration disclosures to be made in the annual report to shareholders. The Human Resources Committee also undertakes functions delegated by the Board, including the approval of Caltexs annual remuneration program and aspects of our incentive schemes. The responsibilities and composition of the Human Resources Committee are set out in its charter. The charter was reviewed by the Board in December 2011 and reflects the matters set out in the commentary and guidance for Recommendation 8.1. The Human Resources Committee held six meetings in 2011. The number of meetings attended by each committee member is shown at page 48 of this 2011 Annual Report. Members of management, including the Managing Director & CEO, are not present during discussions or decisions in relation to their own remuneration.

8.2 altexs remuneration committee is structured so that it consists of a majority of independent directors, has an C independent chairman and has at least three members.
The Human Resources Committee has a majority of independent directors, which is a requirement of its charter. The Committee members are Mr Greig Gailey (Committee Chairman), Mr Brant Fish and Mr John Thorn. As noted previously, Mr Gailey and Mr Thorn are independent directors. An executive director cannot be appointed as a member of the Committee.

8.3 altex clearly distinguishes the structure of nonexecutive directors remuneration from that of executive directors and C senior executives. nonexecutive directors
Remuneration for nonexecutive directors is fixed. Board, Chairman and committee fee rates are reviewed by the Human Resources Committee and approved by the Board (subject to the remuneration pool) for each coming year. Remuneration does not include any performance based components and nonexecutive directors do not participate in any incentive plans or bonus schemes. Our nonexecutive directors receive statutory superannuation (and may salary sacrifice fees to superannuation). We do not have a retirement benefits scheme for nonexecutive directors. Shareholders approved a maximum annual remuneration pool of $2 million for nonexecutive directors, including statutory entitlements, at the Annual General Meeting on 22 April 2010, with effect from 1 May 2010. The maximum remuneration pool for nonexecutive directors was previously set at $1.6 million, including statutory entitlements (as approved by shareholders in 2008). For further information about Caltexs remuneration practices for nonexecutive directors, including fee rates, please refer to the Remuneration Report at pages 28 to 47 of this 2011 Annual Report.

managing director & ceo

Mr Julian Segal joined Caltex on 1 June 2009 and was appointed as Managing Director & CEO with effect from 1 July 2009. Mr Segals remuneration has the following components: base salary statutory entitlements (including superannuation) a short term incentive, and a long term incentive. For information about Caltexs remuneration arrangements for Mr Segal, please refer to the Remuneration Report at pages 28 to 47 of this 2011 Annual Report.

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caltex leadership team

Members of the Caltex Leadership Team have the following remuneration components: base salary statutory entitlements (including superannuation and long service leave, where applicable) a short term incentive, and a long term incentive. Mr Andy Walz (General Manager Marketing) is seconded to Caltex from Chevron. Caltex does not pay a salary to Mr Walz, but pays a secondment fee to Chevron for his services. For information about Caltexs remuneration arrangements for members of the Caltex Leadership Team, please refer to the Remuneration Report at pages 28 to 47 of this 2011 Annual Report.

Hedging of securities under Caltex share plans by senior executives

Caltexs share trading policy prohibits senior executives from hedging an exposure to unvested or vested Caltex securities held through any of our executive incentive plans.

8.4 caltex provides the information indicated in the guide to reporting on principle 8.
Caltex complies with Recommendations 8.1, 8.2, 8.3 and 8.4. The following information is available from our website (w w w.caltex.com.au): Committee Charter of the Human Resources Committee Caltex Share Trading Policy.

2011 caltex annual report

17

FOR THE YEAR ENDED 31 DECEMBER 2011

Simplified Financial Report

income statement for the year ended 31 December 2011

millions of dollars
1. 2. 3. Total revenue
1 2

2011
22,400 (23,552) (1,152) 1 (69) (68) 368 (852) 138 (714) 17c 28c 98c (264c)

2010
18,931 (18,454) 477 2 (59) (57) (118) 302 15 317 30c 30c 118c 117c

Total expenses

replacement cost (loss)/earnings before interest and tax Finance income Finance expenses

4.

net finance costs Income tax benefit/(expense)3 Replacement cost of sales operating (loss)/profit (rcop)

5.

Inventory gain after tax historical cost net (loss)/profit after tax Interim dividend per share

6.

Final dividend per share Basic earnings/(losses) per share Replacement cost (excluding significant items) Historical cost

discussion and analysis 1. total revenue 18%

Total revenue increased primarily due to: the impact of higher average crude prices (increasing from US$79.46/bbl in 2010 to US$111.27/bbl in 2011), and higher transport fuels sales volumes than prior year (2011: 15.7 billion litres vs. 2010: 15.1 billion litres).

2. total expenses replacement cost Basis 28% 3. replacement cost eBit including signiFicant items

Total expenses increased as a result of: higher cost of sales, reflecting the higher costs of purchasing and shipping crude during 2011, and significant items ($1,594 million) primarily for the impairment of Refinery assets. Excluding significant items, total expenses rose by 19%. Replacement cost earnings before interest and tax (EBIT) decrease is largely attributable to: impairment of Refinery assets, and deteriorating externalities and operational disruptions during 2011. These externalities include a higher Australian dollar and a wider lightheavy crude oil price spread, both of which negatively impacted the Caltex Refiner Margin.

1. 2. 3.

Excludes interest revenue of $1 million (2010: $1 million) and includes other income of $295 million (2010: $259 million). Excludes interest expense of $66 million (2010: $56 million) and inventory gains of $197 million (2010: $21 million). Excludes tax on inventory gains of $59 million (2010: $6 million).

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rcop eBit Breakdown1

caltex reFiner margin (crm) $485m

CRM represents the difference between the cost of importing a standard Caltex basket of products to eastern Australia and the cost of importing the crude oil required to make that product basket. The CRM calculation basically represents: average Singapore refiner margin + product quality premium + crude discount/(premium) + product freight crude freight yield loss. US dollar CRM was lower in 2011 at US$7.98/bbl, compared with US$8.39/bbl for 2010. In AUD terms, the CRM was 4.87 Australian cents per litre in 2011, compared with 5.77 Australian cents per litre in 2010, due to the higher average Australian dollar in 2011. Total refinery production in 2011 of all products was consistent with 2010 (10.7 billion litres in both years). A production increase at Kurnell and Lytton refineries (79 million litres) offset the reduced volumes as a result of the Caltex Lubricating Oil Refinery (CLOR) closure during the year.

transport Fuels marketing margin $643m

Transport fuels comprise petrol, diesel and jet. The transport fuels marketing margin is based on the average net margin over Import Parity Price in Australia. Transport fuel sales volumes and margins have increased, driven by an increase in premium fuel sales and jet sales. Premium fuel sales were 2.5 billion litres in 2011, compared with 1.8 billion litres in 2010. Caltexs overall transport fuel sales volumes grew by 4.0% during 2011. Retail diesel sales have continued to grow strongly driven by the premium diesel product, Vortex Diesel, and as a result of growth in the diesel vehicle market. Overall diesel sales, including commercial diesel, were up by more than 9%. Jet fuel volumes increased approximately 7%, underpinned by a strong and growing customer base. Overall petrol volumes decreased approximately 1%, in line with the market. However, premium petrol and E10 sales volumes continue to grow.

luBricants and specialties margin $111m

Lubricants and specialties products include finished lubricants, base oils, liquefied petroleum gas, petrochemicals, bitumen, wax and marine fuels. The finished lubricants business continued its success of last year, with sales volumes up by 14%. Specialty products declined as poor weather, especially in the first half of the year, and strong competition impacted sales. In addition, the specialties contribution was impacted by the decision to cease manufacture and sales of base oils as a result of the planned CLOR closure. Nonfuel income includes convenience store income, franchise income, royalties, property, plant and equipment rentals, StarCard income and share of profits from distributor businesses. Nonfuel income increased by 9% compared with the same period last year, due to the mix of earnings from Caltexs new franchise agreements, and the higher fuel prices improved earnings from StarCard.

nonFuel income $180m

operating expenses ($999m)

Operating expenses in this caption include Refining and Supply, Marketing and Corporate operating expenditure. Overall operating expenses increased 9% compared with 2010. This year for the first time costs for the purchase of natural gas and steam has moved to operating expenses (previously it was treated in the cost of goods sold). This has had the effect of appearing to increase operating expenses while the offsetting benefit of improved yield is realised in CRM. The cost of steam and natural gas purchases was $50 million for 2011. Operating expenses, excluding depreciation and natural gas and steam costs, are up $22 million. Marketing operating expense increases include an increase in repairs and maintenance expenses and costs relating to the impact of the Queensland floods in the first quarter of 2011. Excluding the reclassification of natural gas expenses, Refining operating costs rose by less than the CPI index for the second year in a row. Refining operating expense increases are largely associated with marketdriven labour cost increases and increased maintenance expenses due to the unplanned outages. Depreciation and amortisation is up $10 million on 2010 as the continued investment in retail store upgrades, infrastructure and the major planned maintenance at Lytton in 2010 flows through.

1.

The breakdown of RCOP shown here represents a management reporting view of the breakdown and, therefore, individual components may not reconcile to statutory accounts.

2011 caltex annual report

19

FOR THE YEAR ENDED 31 DECEMBER 2011

Simplified Financial Report (continued)

rcop eBit Breakdown1

other $22m rcop eBit excluding signiFicant items $442m signiFicant items ($1,594m)

Other includes foreign exchange impacts, loss on disposal of assets and pipeline and charter revenue.

During 2011, the Group incurred significant items of $1,594 million primarily for the impairment of the Refinery assets. The recent deterioration in the performance of the refining business unit due to the challenging external environment (including the ongoing strength of the Australian dollar, lower refiner margins and increasing costs) is expected to be sustained for a prolonged period. This has impacted refinery asset carrying values with a noncash reduction in book value of $1.5 billion before tax.

total rcop eBit ($1,152m)

4. net Finance costs 19%

Net finance costs increased $11 million compared with 2010. The increase primarily reflects the higher net debt in 2011 compared to 2010, driven by higher working capital due to higher crude oil and product prices. Regional crude oil prices increased during 2011 (averaging US$111.27/bbl in 2011, compared with US$79.46/bbl in 2010). This resulted in net inventory gains of $197 million ($138 million after tax) and compares with the slower rate of price increases throughout 2010 which resulted in net inventory gains of $21 million ($15 million after tax). The Board is pleased to announce it has declared a final dividend of 28 cents per share (fully franked) for 2011 (a total of $76 million). This makes the total 2011 dividends declared 45 cents per share (fully franked) after the interim dividend of 17 cents per share paid on 27 September 2011 (2010 total dividends: 60 cents per share). The record date in relation to the final 2011 dividend is 13 March 2012, with the dividend payable on 3 April 2012.

5. inventory gain aFter tax $123m 6. Final dividend

1.

The breakdown of RCOP shown here represents a management reporting view of the breakdown and, therefore, individual components may not reconcile to statutory accounts.

20

Balance sheet as at 31 december 2011

millions of dollars
1. 2. 3. 4. Working capital Property, plant and equipment (PP&E) Net debt Other noncurrent assets and liabilities Total equity

dec 2011
927 1,535 (617) 373 2,218

dec 2010
769 2,896 (544) (38) 3,083

change
158 (1,361) (73) 411 (865)

discussion and analysis 1. working capital $158m

The increase in working capital is primarily due to: higher inventory values as a result of higher crude prices, partially offset by lower net inventory volumes, and higher crude and product prices impacting receivables, including the impact of a higher Australian dollar. This is partly offset by: higher crude payables reflecting the higher crude price in 2011 and higher purchases from competitors due to increased Marketing sales in nonrefining states.

2. pp&e $1,361m

The decrease in property, plant and equipment is due to: the net impairment impact of $1,553 million, primarily relating to Refinery assets, depreciation of $211 million, and disposals of $4 million. This is partly offset by: capital expenditure and accruals, including major cyclical maintenance, of $394 million, and assets acquired through business acquisitions of $14 million.

3. net deBt $73m

Net debt increased to $617 million at 31 December 2011, an increase of $73 million from 31 December 2010 due to higher working capital requirements primarily as a result of higher crude prices, net of a higher Australian dollar. As a result of this increase in debt, and the refining asset impairment charge, Caltexs gearing at 31 December 2011 (net debt to net debt plus equity) was 21.8%, increasing from 15.0% at 31 December 2010. On a leaseadjusted basis, gearing at 31 December 2011 was 33.4% compared with 21.3% at 31 December 2010.

4. other noncurrent assets and liaBilities $411m

Other noncurrent assets and liabilities have increased primarily due to deferred tax asset increases ($434 million) as a result of the Refining and Supply asset write downs, which form part of the significant items previously discussed.

2011 caltex annual report

21

FOR THE YEAR ENDED 31 DECEMBER 2011

Simplified Financial Report (continued)

cash Flows for the year ended 31 December 2011

millions of dollars
1. 2. 3. 4. Receipts from customers Payments to suppliers and employees Payments for excise Finance costs paid Tax and other activities net operating cash inflows Purchases of property, plant and equipment (PP&E) and major cyclical maintenance Other investing cash flows net investing cash outflows Dividends paid Other financing cash inflows 5. net financing cash outflows net decrease in cash held

2011
25,636 (19,895) (5,047) (70) (178) 446 (396) 11 (385) (127) 49 (78) (17)

2010
21,681 (16,245) (4,891) (60) (57) 428 (351) 16 (335) (149) 52 (97) (4)

change
3,955 (3,650) (156) (10) (121) 18 (45) (5) (50) 22 (3) 19 (13)

discussion and analysis 1. receipts From customers $3,955m 2. payments to suppliers and employees $3,650m 3. payments For excise $156m 4. tax and other activities $121m 5. net Financing cash outFlows $19m
Receipts from customers increased primarily due to: the impact of higher crude prices, and higher transport fuels sales volumes than in the prior year. Payments to suppliers increased as a result of higher cost of sales, reflecting primarily higher crude oil prices and resulting working capital requirements.

Increased excise payments are a result of increased sales volumes in 2011 compared with 2010. The 3.2% increase in excise payments is in line with the percentage increase in transport fuels sales volumes. Net cash outflows from tax and other operating activities were higher in 2011 mainly due to timing of payments. Income taxes of $72 million were paid in 2011 that related to the 2010 financial year. Net financing cash outflows decreased primarily due to lower dividend payments in 2011 compared with 2010.

22

ACN 004 201 307

2011 Financial Report for Caltex Australia Limited

The 2011 Financial Report for Caltex Australia Limited includes: Directors Report Lead Auditors Independence Declaration Directors Declaration Independent Audit Report Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Balance Sheet Consolidated Statement of Changes in Equity Consolidated Cash Flow Statement Notes to the Financial Statements for the year ended 31 December 2011.

caltex australia group

For the purposes of this report, the Caltex Australia Group refers to: Caltex Australia Limited, which is the parent company of the Caltex Australia Group and is listed on the Australian Securities Exchange (ASX) our major operating companies, including Caltex Australia Petroleum Pty Ltd, Caltex Refineries (NSW) Pty Ltd, Caltex Refineries (Qld) Pty Ltd, Caltex Petroleum Services Pty Ltd and Calstores Pty Ltd a number of wholly owned entities and other companies that are controlled by the Group. Please note that terms such as Caltex and Caltex Australia have the same meaning in this report as the Caltex Australia Group, unless the context requires otherwise.

2011 caltex annual report

23

Directors Report

introduction
The Board of Caltex Australia Limited presents the 2011 Directors Report (including the Remuneration Report) and the 2011 Financial Report for Caltex Australia Limited and its controlled entities (the Caltex Australia Group), and the Groups interest in associates and jointly controlled entities, for the year ended 31 December 2011 to shareholders. An Independent Audit Report from KPMG, as external auditor, is also provided.

Julian joined Caltex from Incitec Pivot Limited, a leading global chemicals company, where he served as the Managing Director & CEO from June 2005 to May 2009. Prior to Incitec Pivot, Julian spent six years at Orica in a number of senior management positions, including Manager of Strategic Market Planning, General Manager Australia/Asia Mining Services, and Senior Vice President Marketing for Orica Mining Services. Julian holds a Bachelor of Science (Chemical Engineering) from the Israel Institute of Technology and a Master of Business Administration from the Macquarie Graduate School of Management. Julian is a director of the Australian Institute of Petroleum Limited (appointed 1 July 2009). mr trevor Bourne Director (Nonexecutive/Independent) Date of appointment: 2 March 2006 Board committees: OHS & Environmental Risk Committee (Chairman), Audit Committee and Nomination Committee Trevor brings to the Board broad management experience in industrial and capital intensive industries, and a background in engineering and supply chain. From 1999 to 2003, he served as CEO of Tenix Investments. Prior to Tenix, Trevor spent 15 years at Brambles Industries, including six years as Managing Director of Brambles Australasia. He has also previously worked for Incitec Pivot and BHP. Trevor is a director of Origin Energy Limited (appointed February 2000) and was previously the Chairman of Hastie Group Limited (where he served as a director from February 2005 until 15 February 2012). Trevor holds a Bachelor of Science (Mechanical Engineering) from the University of New South Wales and a Master of Business Administration from the University of Newcastle. mr Brant Fish Director (Nonexecutive) Date of appointment: 27 July 2006 Board committees: Human Resources Committee and Nomination Committee Brant brings significant downstream oil industry experience to Caltex, particularly in the areas of supply chain, refining and marketing. He currently serves as the Global Vice President of Joint Ventures & Affiliates for Chevron International Products. Brant is based in Singapore. He was previously the General Manager of Supply Chain Optimization Asia Pacific for Chevron U.S.A. Inc, with accountability for overall Chevron Downstream earnings in Asia Pacific from refinery crude supply to a consumer or export sale. Brant holds a Bachelor of Science (Mechanical Engineering) from the University of Florida (US). Brant previously served as an alternate director of Caltex Australia Limited (April 2005 to July 2006).

Board oF directors
The Board of Caltex Australia Limited comprises Ms Elizabeth Bryan (Chairman), Mr Julian Segal (Managing Director & CEO), Mr Trevor Bourne, Mr Brant Fish, Mr Greig Gailey, Mr Timothy (Tim) Leveille, Mr Walter (Walt) Szopiak and Mr John Thorn. Ms Colleen JonesCervantes serves as alternate director for each of Mr Fish, Mr Leveille and Mr Szopiak. There have not been any changes to the composition of the Board since 1 January 2011.

Board proFiles
Ms Elizabeth Bryan Chairman (Nonexecutive/Independent) Date of appointment director: 18 July 2002 Date of appointment Chairman: 1 October 2007 Board committees: Nomination Committee (Chairman) and attends meetings of the Audit Committee, Human Resources Committee and OHS & Environmental Risk Committee in an exofficio capacity Elizabeth brings management, strategic and financial expertise to the Caltex Board. She has over 30 years of experience in the financial services industry, government policy and administration, and on the boards of companies and statutory organisations. Prior to becoming a professional director, she served for six years as Managing Director of Deutsche Asset Management and its predecessor organisation, NSW State Superannuation Investment and Management Corporation. Elizabeth is a director of Westpac Banking Corporation (appointed November 2006). She was previously the Chairman of UniSuper Limited (where she served as a director from January 2002 to June 2011). Elizabeth holds a Bachelor of Arts (Economics) from the Australian National University and a Master of Arts (Economics) from the University of Hawaii (US). mr Julian segal Managing Director & CEO Date of appointment: 1 July 2009 Julian is responsible for overseeing the daytoday operations of the Caltex Australia Group and brings extensive commercial and management experience to Caltex.

24

Mr Greig Gailey Director (Nonexecutive/Independent) Date of appointment: 11 December 2007 Board committees: Human Resources Committee (Chairman), Audit Committee, Nomination Committee and OHS & Environmental Risk Committee Greig brings to the Board extensive Australian and international oil industry experience, and a management background from industrial and capital intensive industries. From 1964 to 1998, he worked at British Petroleum Company (BP) where he held various positions throughout Australia and offshore, including management of refining, supply and distribution in Australia and Europe. Greig was subsequently appointed CEO of Fletcher Challenge Energy (New Zealand), a position he held from 1998 to 2001. In August 2001, he joined Pasminco Limited as CEO. Pasminco was transformed and relisted as Zinifex Limited on the ASX in April 2004, and Greig became Managing Director & CEO of Zinifex Limited from that date until standing down in June 2007. Greig is Chairman of Horizon Roads and the Board of Trustees of the Energy & Minerals Institute at the University of Western Australia and a director of the Australian Davos Connection and the Victorian Opera Company. Greig holds a Bachelor of Economics from the University of Queensland. Mr Timothy (Tim) Leveille Director (Nonexecutive) Date of appointment: 1 December 2010 Board committees: Nomination Committee Tim brings considerable oil industry and financial management experience to the Board. He is the Assistant Treasurer Opco Support and Intercompany in Chevrons Corporate Treasury department and is responsible for oversight and support for the financing activities of Chevron operating companies worldwide and for the companys global intercompany funding and cash repatriation activities. Since joining Chevron in 1987, his experience has encompassed a range of financial management roles across a number of Chevron companies in the US and internationally, before being appointed to his current role in July 2009. He is based in the US. Tim is a licensed Certified Public Accountant (US) and holds a Bachelor of Science (Accounting and Computer Science) from Boston College (US) and a Master of Business Administration (Finance and International Markets) from Columbia University (US). mr walter (walt) szopiak Director (Nonexecutive) Date of appointment: 1 September 2010 Board committees: Nomination Committee and OHS & Environmental Risk Committee Walt brings considerable international oil industry and operations management knowledge and experience to the Board. He currently serves as the General Manager Manufacturing & Supply for

Chevron Oronite, Asia Pacific and is responsible for the manufacturing and supply activities for Chevron Oronites additives business in the Asia Pacific region. He was previously the General Manager Manufacturing Business Development for Chevron Global Manufacturing before being appointed to his current role in May 2010. Walt has worked for Chevron for over 25 years and has served in a range of technical and operations management and supply chain optimisation roles. He is based in Singapore. Walt holds a Bachelor of Science (Chemical Engineering) from Virginia Polytechnic Institute (US). Walt previously served as an alternate director of Caltex Australia Limited (April 2009 to August 2010). mr John thorn Director (Nonexecutive/Independent) Date of appointment: 2 June 2004 Board committees: Audit Committee (Chairman), Human Resources Committee and Nomination Committee John brings expertise to the Board in accounting and financial services, business advisory, risk and general management. He has over 37 years of professional experience with PricewaterhouseCoopers, where he was a partner from 1982 to 2003 and was responsible for major international and local clients. During this period he served as the Managing Partner of PricewaterhouseCoopers Assurance and Business Advisory Service practice from 1998 to 2001. He was the National Managing Partner of PricewaterhouseCoopers until 2003. John is a director of Amcor Limited (appointed December 2004), National Australia Bank Limited (appointed October 2003) and Salmat Limited (appointed September 2003). John is a Fellow of the Institute of Chartered Accountants in Australia. ms colleen Jonescervantes Alternate director Date of appointment: 1 September 2010 for Mr Brant Fish and Mr Walt Szopiak and 1 December 2010 for Mr Tim Leveille Colleen currently serves as Chevrons Vice President Product Supply & Trading and has global responsibility for the supply of noncrude oil feedstocks to Chevrons refining system, refined products supply and trading, marine fuels marketing and biofuels supply and trading. Her organisation operates from four trading hubs in London, Singapore, the US gulf coast and the US west coast and provides coverage to all of Chevrons downstream geography. Colleen is based in the US. She was previously the Vice President of Global Marketing for the Asia Pacific region and was based in Singapore. Colleen holds a Bachelor of Science (Mechanical Engineering) from Michigan Technological University (US). Colleen previously served as a nonexecutive director of Caltex Australia Limited (June 2008 to August 2010) and as an alternate director of Caltex Australia Limited (July 2006 to May 2008).

2011 caltex annual report

25

Directors Report (continued)

review oF results and operations general overview

On an historic cost basis (including inventory gains), Caltex recorded an after tax loss of $714 million for the 2011 full year, including significant items of approximately $1,116 million (after tax), primarily for the impairment of the refinery assets announced on 16 February 2012. This compares with the 2010 full year profit of $317 million, including significant items of $16 million (after tax). The 2011 result includes product and crude oil inventory gains of $138 million after tax as the average Dated Brent price rose from US$79.46 in 2010 to US$111.27, compared with an inventory gain of $15 million after tax in 2010 when the crude price was more stable.

Refinery review
The poor 2011 refining performance and the continuing difficult 2012 outlook for the companys Refining business led Caltex to commence a major study into the role of its refineries in its supply chain, as previously announced in August last year. The overarching objective of this review is to optimise value for shareholders and, to that end, Caltex continues to thoroughly evaluate all options to improve the asis business, ranging from investing to improve Refinery performance, or closing if Caltex is able to import product at a competitive price. Continuation of the status quo is not sustainable. The outcome of the review is expected to be known in approximately six months as there are many issues to consider. The detailed review is assessing issues such as the supply alternatives for Caltexs Marketing and Distribution business, the risk associated with each strategic option and the impact of possible decisions on a broad range of stakeholders. Caltex remains strongly committed, as always, to safe and reliable operations.

Refinery asset impairment

The recent deterioration in the performance of the refining business unit due to the challenging external environment (including the ongoing strength of the Australian dollar, lower refiner margins and increasing costs) is expected to be sustained for a prolonged period. This has impacted refinery asset carrying values with a noncash reduction in book value of $1.5 billion before tax.

Balance sheet remains strong

Net debt at 31 December 2011 is $617 million, compared with $544 million at 31 December 2010. Caltex is committed to maintaining a BBB+/Stable credit rating that was recently reaffirmed after the announcement of the write down of refinery assets.

replacement cost operating profit

On a replacement cost of sales operating profit (RCOP) basis, Caltex recorded an after tax profit for the 2011 full year of $264 million, excluding significant items. This compares with $318 million for the 2010 full year (excluding significant items). The difference between 2010 and 2011 is largely attributable to deteriorating externalities and operational disruptions during 2011. These externalities include a higher Australian dollar and a wider lightheavy crude oil price spread, both of which reduced the Australian dollar Caltex Refiner Margin1.

marketing and distribution business is strong and continues to grow

The Caltex Marketing and Distribution business is strong, and Caltex is continuing to build its position as Australias leading supplier of petroleum fuels by further investment in the companys supply chain. Caltex supplies over one third of all transport fuels in Australia and remains committed to maintaining reliable supply to its commercial and retail customers.

Best ever safety result

For the second consecutive year Caltex achieved a best ever safety result. In 2011 the lost time injury frequency rate reduced 27% to 0.99 per million hours worked compared to 1.35 per million hours worked in 2010.

dividend
The Board is pleased to announce it has declared a final dividend of 28 cents per share (fully franked) for 2011 (a total of $76 million), bringing the total dividend payout for 2011 to 45 cents per share (fully franked) after the interim dividend of 17 cents per share, paid on 27 September 2011. The record date in relation to the final 2011 dividend is 13 March 2012, with the dividend payable on 3 April 2012. This compares with a total dividend payout for 2010 of 60 cents per share (fully franked). The final 2010 dividend of 30 cents per share (a total of $81 million) was paid on 29 March 2011.

another record marketing result

Marketings earnings before interest and tax (EBIT) increased by more than 20% when compared with 2010. This result was achieved through growth in sales of premium petrol, diesel, jet fuel, lubricants and nonfuel income. This growth was supported by the investment in retail store upgrades and supply chain infrastructure, including the opening of the expanded Port Hedland terminal. This excellent 2011 EBIT result continues an annual growth rate of over 13% since 2007.

externalities and unplanned outages drive loss in refining

The majority of the decline in profitability of the Refining business was due to deteriorating externalities, particularly the high Australian Dollar which rose from an average of 91.96 cents in 2010 to 103.24 cents, an increase of over 12%. Underlying cash operating expenses were well controlled with an increase lower than the Consumer Price Index (CPI) for the second year in a row. Good progress is being made on the Refining Improvement Initiative with many of the initiatives expected to deliver value in 2012 and beyond. However, the benefit of cost and efficiency improvements was offset by the impact of unplanned outages.

principal activities and state oF aFFairs

The principal activities of Caltex during the year were the purchase, refining, distribution and marketing of petroleum products and the operation of convenience stores throughout Australia. There were no significant changes in the nature of Caltexs principal activities or in the state of affairs during the financial year.

events suBsequent to the end oF the year

No items, transactions or events of a material or unusual nature that, in the opinion of the Board, are likely to significantly affect the operations of Caltex, the results of those operations or the state of affairs of the Group in subsequent financial years, have arisen in the period from 31 December 2011 to the date of this report.

1.

The Caltex Refiner Margin (CRM) represents the difference between the cost of importing a standard Caltex basket of products to Eastern Australia and the cost of importing the crude oil required to make that product basket. The CRM calculation represents: average Singapore refiner margin + product quality premium + crude discount/(premium) + product freight crude freight yield loss.

26

likely developments Business operations

Caltex will continue to purchase, refine, distribute and market petroleum products and operate convenience stores throughout Australia.

outlook
The marketing outlook is positive and will be maintained by accelerated investment to maintain its strong growth trajectory. However the conditions that are assisting to drive volume growth in Caltexs Marketing business are contributing to the strong Australian dollar that continues to pressure Refinings earnings. The refinery review is in progress and continues to evaluate all options from investment to closure or some combination of these. As previously advised the decision is approximately six months away as the myriad of complexities continue to be investigated. The overarching objective of the refinery review is to optimise value for shareholders.

the environment. The Boards OHS & Environmental Risk Committee seeks to address the appropriateness of Caltexs OHS and environmental practices to manage material health, safety and environmental risks, so that these risks are managed in the best interests of Caltex and its stakeholders. Caltex sets key performance indicators to measure environmental, health and safety performance and drive improvements against targets. In addition to review by the Board, progress against these performance measures is monitored regularly by the Managing Director & CEO with General Managers and Business Unit Managers. Risks are examined and communicated through the Caltex Risk Management Framework, an enterprisewide risk management system which provides a consistent approach to identifying and assessing all risks, including environmental risks. Under the framework, risks and controls are assessed, improvements identified, and regular reports are made to management and the Board. The Caltex Operational Excellence Management System is designed to ensure that operations are carried out in an environmentally sound, safe, secure, reliable and efficient manner. Its operating standards and procedures support the Caltex Environment Policy, and Caltex Health and Safety Policy. In 2011, Caltex made its third submission under the National Greenhouse and Energy Reporting Scheme, reporting energy consumption and production as well as greenhouse gas emissions from Group operations. Caltex also published its fourth public report under the federal Energy Efficiency Opportunities program, communicating energy savings achieved. Caltex also continued to disclose information on emissions under the National Pollutant Inventory. Caltex is also a signatory to the Australian Packaging Covenant and has submitted a five year action plan in accordance with the requirements.

clean energy Future (ceF) legislation

In 2011, the Australian Governments CEF package of legislation was enacted. The package includes the Carbon Price Mechanism (CPM) and provision of free permits to help competitiveness. Unlike the earlier proposed Carbon Pollution Reduction Scheme (CPRS), Caltex will not have to purchase any permits for customers emissions. A price on carbon will have an impact on Caltex: within Refining as an emissionsintensive tradeexposed industry; and across all business units through increased costs, such as electricity charges and other third party costs impacted by the CPM cost passthrough. The CPM will apply directly to facilities which emit at least 25,000 tonnes of carbon dioxide equivalent annually. For Caltex, our refineries are liable entities under the CPM. Caltex believes that to ensure a level playing field, the international competitiveness of emissionsintensive, tradeexposed industries such as petroleum refining must be fully maintained. In practice, maintaining competitiveness means a free allocation of carbon permits until international competitors face the same effective carbon price as Australian refiners. Under the CEF scheme, petroleum refining will receive the highest rate of assistance via the Jobs and Competitiveness Program (JCP). This assistance provides less than full maintenance of international competitiveness for the sector. The CEF legislation will also impact Caltexs nonrefining operations through carbon cost passthrough from suppliers. An expected impact will be an estimated increase in electricity supply costs for these operations of approximately $1.2 million per year during the fixed price period. The estimated cumulative cost to Caltex over the first 10 years of the CEF scheme is approximately $25 million before tax. This assumes that direct and indirect emissions over the period are the same as for 2010 to 2011, that electricity pass through costs are at the carbon price, and carbon prices are the same as in Treasury modelling. While illustrative of the cost impact to Caltex, these are estimates only as the impact of further passthrough costs as a result of the CEF legislative package, such as increased air travel costs and increased construction capital costs, are as yet undetermined.

compliance with environmental regulations

A total of 17 environmental protection licences were held by companies in the Caltex Australia Group in 2011 for two refinery sites, 10 terminals, two marketing facilities and one aviation refuelling facility. Any instances of noncompliance against these licences were reported to the environmental regulator in each state. All significant spills and environmental incidents were recorded and reported as required to government authorities. Caltex received one penalty infringement notice for $600 from the Tasmanian EPA (Environmental Protection Agency) in 2011 due to late submission of a report relating to service station remediation. Regular internal audits are carried out to assess the efficacy of management systems to prevent environmental incidents, as well as control other operational risks. Improvement actions determined through the audit process are reviewed by the Boards OHS & Environmental Risk Committee and senior management. Caltex is committed to achieving 100% compliance with environmental regulations, and all breaches have been investigated thoroughly and corrective actions taken to prevent recurrence.

environmental regulations
Caltex is committed to compliance with Australian laws, regulations and standards, as well as minimising the impact of our operations on

lead auditors independence declaration

The Lead Auditors Independence Declaration is set out on page 51 and forms part of the Directors Report for the financial year ended 31 December 2011.
2011 caltex annual report 27

Directors Report (continued)

remuneration report
The directors of Caltex Australia Limited present the Remuneration Report prepared in accordance with section 300A of the Corporations Act for the Caltex Australia Group for the year ended 31 December 2011. The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Corporations Act, apart from where it is indicated that the information is unaudited. This Remuneration Report forms part of the Directors Report. Key terms are defined in the Glossary of Terms section at the end of the Annual Report. There have been no significant changes to the remuneration structure during the financial year.

1. Remuneration summary 1a. executive director and senior executives1

Julian Segal Simon Hepworth Ken James Peter Lim Mike McMenamin Gary Smith Andy Walz Simon Willshire Managing Director & CEO Chief Financial Officer General Manager Supply and Distribution Company Secretary and General Counsel appointed 28 March 2011 to an acting role, appointed permanently to the role 1 January 2012 General Manager Strategy, Planning and Development General Manager Refining General Manager Marketing General Manager Human Resources General Manager Office of the CEO, Company Secretary and General Counsel, until 8 April 2011 Summary Fixed remuneration is set at the market median by reference to benchmark information for comparable roles. For the 2011 fixed remuneration review for Senior Executives, Caltex applied an overall increase of 4.5% with actual increases depending on individual performance and level of salary relative to the market median. An additional increase was provided for a promotion. Short Term Incentive (STI) The Caltex Rewarding Results Plan was introduced in 2010 and is in its second year of operation. Participation in the Rewarding Results Plan gives employees the opportunity to earn a short term incentive if they achieve Caltex, departmental and individual performance targets which are linked to the achievement of the annual business plan. No short term incentives are paid if less than 80% of business plan RCOP NPAT is delivered. Performance in 2011 was achieved above this threshold level of performance. Individual performance scorecards focus primarily on the delivery of Caltex financial objectives and critical business initiatives to emphasise the shared accountability for Caltex performance. The aim of the Rewarding Results Plan is to incentivise significant over plan performance. The maximum amounts payable for Senior Executives when stretching performance targets have been achieved range between 92% and 100% of base salary depending on role. The amounts payable at target range from 46% to 50% depending on role. 3d sections 3a

Former
Helen Conway element of remuneration Fixed remuneration

1.

Throughout this Remuneration Report, Senior Executives of Caltex refers to: he five most highly remunerated company executives, and t ll other executives who fall within the definition of key management personnel of Caltex (being those persons with authority and responsibility for planning, a directing and controlling the activities of Caltex) including the Managing Director & CEO. This group is also referred to as the Caltex Leadership Team (CLT) in this report.

28

element of remuneration Short Term Incentive (STI) (continued)

Summary A mandatory deferral of short term incentives applies to the Managing Director & CEO, the Caltex Leadership Team as well as other senior managers. Under the deferral, one third of the short term incentive (as long as the incentive is greater than $105,000) will be delivered in Caltex shares, which have a six month service related forfeiture risk and are restricted from sale for two years. Average 2011 STI outcomes, including the Managing Director & CEO, were 53% of base salary (85% in 2010). Although 2011 performance was strong against many of the key performance indicators, actual short term incentives paid for 2011 were lower than in 2010. The reduced outcomes this year predominantly reflected lower Caltex RCOP NPAT performance against the business plan target in 2011 after the exclusion of significant items. In comparison, 2010 RCOP NPAT performance was above the business plan target.

sections

Long Term Incentive (LTI)

The Caltex Equity Incentive Plan (CEIP) gives participants the opportunity to receive Caltex shares in the future if challenging performance targets are achieved. The measure of performance is Total Shareholder Return (TSR) over a three year period relative to two comparator groups each with a 50% weighting (being the members of the ASX 100 Accumulation Index and, separately, eight international refining and marketing companies). For grants in 2010 and 2011, the level of performance required for 100% vesting is the 90th percentile (compared to typical market practice being the 75th percentile) and the level of performance for 50% vesting is the 62.5th percentile (compared to typical market practice being the 50th percentile). At the 50th percentile level of performance only 33.33% of rights would vest. Grants made under the CEIP in 2009 (which had different performance hurdles) vested at 31 December 2011 for each of the two comparator groups. Caltex performance for the 2009 to 2011 performance period was above the 90th percentile against the ASX 100 Accumulation Index group and above the median of the selected group of international refining and marketing companies. As a result, 82% of the 2009 grant vested at 31 December 2011 and the remaining 18% lapsed.

3e

Post employment

In addition to any statutory entitlement, Executives may be entitled to post employment benefits depending on the circumstances in which their employment is terminated. An example of such benefits is the continuation of preexisting long term incentive grants until the expiry of the original three year performance period in circumstances other than resignation or dismissal. Peter Lim was appointed to the role of Company Secretary and General Counsel effective 1 January 2012 after undertaking the role in an acting capacity from 28 March 2011.

3g

Appointments

1b. nonexecutive directors Current directors

Ms Elizabeth Bryan (Chairman) Mr Trevor Bourne Mr Brant Fish* Mr Greig Gailey Mr Tim Leveille* Mr Walt Szopiak* Mr John Thorn
* Ms Colleen JonesCervantes serves as alternate director for Mr Fish, Mr Leveille and Mr Szopiak.

2011 caltex annual report

29

Directors Report (continued)

remuneration report (continued)

element of remuneration Fees Summary Remuneration for nonexecutive directors is fixed, and does not have any variable components. The nonexecutive directors do not participate in any Caltex incentive or bonus schemes. Fees for nonexecutive directors are reviewed by the Human Resources Committee, which engages an independent expert to provide advice and recommendations. Fees are then set by the Board. Superannuation and retirement benefits Superannuation contributions are made at a rate of 9%. Superannuation is not paid for overseas directors. No additional retirement benefits are paid. Total remuneration pool Fees paid to nonexecutive directors are subject to a maximum annual Board remuneration pool of $2,000,000 (including superannuation). This pool was approved by shareholders at the Annual General Meeting held on 22 April 2010, with effect from 1 May 2010. sections 4a 4a 4b

4a 4b

2. Board oversight
The Board takes an active role in the governance and oversight of Caltexs remuneration policies and practices. The Human Resources Committee (Committee) assists the Board in relation to Caltexs remuneration framework and seeks to ensure that appropriate remuneration arrangements are in place and that practices are clear and understandable. The Committee undertakes functions delegated by the Board, including approving Caltexs annual remuneration program and aspects of its incentive schemes. The Committees charter is available from our website (w w w.caltex.com.au). The Committee is independent of management and obtains advice from independent experts as necessary. The use of external specialists to provide advice and recommendations in relation to the remuneration of nonexecutive directors, the Managing Director & CEO and Senior Executives is either initiated directly or approved by the Committee, and these specialists are directly engaged by the Committee Chairman. During 2011, the Committee and/or the Board received independent advice or information from the following organisations: organisation Godfrey Remuneration Group purpose Remuneration benchmarking information for: nonexecutive directors Managing Director & CEO Senior Executives Ernst & Young Valuation of performance rights. Taxation information relating to long term incentives and deferral of short term incentive into Caltex shares Assessment of Caltexs relative TSR performance relating to vesting of performance rights Information role Advice and recommendations

Egan Associates

Information

3. executive director and executive remuneration 3a. Remuneration philosophy and structure
The overarching goal of the Caltex remuneration philosophy and structure is the delivery of superior shareholder returns. The guiding philosophy for how Caltex rewards Senior Executives and all other employees is: alignment with shareholders interests the payment of variable incentives is dependent upon achieving financial and nonfinancial performance hurdles that are aligned with shareholders interests. performance focused and differentiated Caltexs reward and performance planning and review systems are closely integrated to maintain a strong emphasis and accountability for performance at the company, department and individual levels. Rewards are differentiated to incentivise and reward superior performance and appropriate employee behaviours. market competitive all elements of remuneration are set at competitive levels for comparable roles in Australia and allow Caltex to attract and retain quality candidates in the talent market.

30

Caltex uses a Total Reward Value approach consisting of three main elements: 1. Fixed remuneration comprising base salary and allowances, 2. variable, at risk remuneration comprising a mix of cash and equity based incentives payable upon the achievement of financial and nonfinancial performance hurdles, and 3. superannuation generally payable at a rate of 9% of base salary plus any cash incentive payments and is included in the calculation of Total Reward Value for comparison purposes. Caltex undertakes regular monitoring and comparison of the market competitiveness of each executives remuneration using the Total Reward Value approach.

Alignment with strategy

Cash incentives reward the delivery of stretching but potentially attainable annual financial and nonfinancial performance measures and long term equity based incentives reward the delivery of superior total shareholder returns relative to Caltexs peers over the longer term (three years). The performance measures set are in many cases relative and not absolute and are designed to provide rewards when Caltex exceeds the performance of peers and competitors or delivers upon strategically important outcomes. At Caltex, incentives are not designed as profit sharing arrangements and as such performance measures may factor in externalities which management cannot control (such as global refining margins). There will be occasions when incentives are paid when externalities such as the refiner margins and exchange rate fluctuations and their implications may have reduced overall shareholder returns. Equally, incentives may not be paid when externalities are favourable to shareholders but the companys relative performance is poor.

3b. Pay mix and pay market competitiveness

Fixed remuneration is reviewed annually and set relative to the skills and accountabilities of the executive and is aligned to the market median of Australian industry benchmarks. Total Reward Value is set at the market median of the benchmarks for at target performance with the opportunity to earn Total Reward Value above the market median for above target stretch performance. Performance based, at risk, remuneration targets are set annually as a proportion of base salary. Short term incentives (involving both cash and equity) are managed via the Rewarding Results Plan and long term equity based incentives via the Caltex Equity Incentive Plan (CEIP). Further information on these reward plans is set out below. The at target pay mix for the Managing Director & CEO and Senior Executive group is detailed in the diagram titled 2011 Remuneration mix at target. The pay mix targets are aimed at rewarding the delivery of superior shareholder returns. By way of comparison, Caltex has a larger than average LTI component than current market practice. Research undertaken by Caltex during 2011 confirmed that Caltex has tougher long term incentive vesting conditions than most ASX 50 companies and that Caltex long term incentive vests more gradually as relative performance improves.

2011 Remuneration mix at target

CEO Other Senior Executives %
0 10 20 30 40

Base Salary

40%

13% 49%
50

7% 15%
60

40%
At Risk STI Cash

7%
70 80 90

29%
100

At Risk STI Shares

At Risk LTI

Notes: 1. STI cash and STI shares comprises the incentive provided through the Rewarding Results Plan. At target performance, two thirds is payable as cash and one third is deferred into shares. For other Senior Executives the at target remuneration mix is representative of a 46% of base salary STI target. 2. LTI comprises performance rights granted under the CEIP. 3. The 2011 remuneration mix represents the value of LTI at 75th percentile TSR performance. Initial grants of performance rights under CEIP are made at the maximum or stretch level being 150% of Base Salary for the Managing Director & CEO and at 90% of Base Salary for Senior Executives. Executives will only receive 100% of the initial grant if the performance measure (relative TSR) is at or above the 90th percentile for both comparator groups.

The Total Reward Value and pay mix for the Managing Director & CEO is set out in his service agreement and his base salary is reviewed annually by the Committee and approved by the Board, utilising remuneration information provided by independent consultants for Australian roles with similar skills, accountabilities and performance expectations. The Total Reward Value and pay mix for other Senior Executive members is reviewed regularly by the Committee and approved by the Board, as appropriate on the basis of recommendations from the Managing Director & CEO, utilising remuneration information provided by independent consultants for Australian roles with similar skills, accountabilities and performance expectations.

2011 caltex annual report

31

Directors Report (continued)

remuneration report (continued) 3c. setting and evaluating the performance of executives in 2011
Performance measures for 2011 were derived from the business plan in line with the company direction set by the Board. The Board approved the 2011 business plan and has regularly monitored and reviewed progress against plan milestones and targets. The approved Caltex business plan was then translated into departmental objectives. The company objectives were approved by the Committee prior to the commencement of the performance year. Within each business unit, specific performance agreements were then developed for individual employees, thus completing the link between employees and delivery of the business plan. Performance agreements must be agreed between the employee and his or her manager. Senior Executives set their performance agreements jointly with the Managing Director & CEO. Examples of the key Caltex success measures for 2011, as approved by the Committee, are set out below. These measures were selected because they were identified as important financial and operational drivers which would determine the success of Caltex in 2011.

2011 Caltex success measures

Individual scorecards are set for each member of the executive team and the objectives will typically include the following types of measures: Financial RCOP NPAT see explanation below, Free Cash Flow the generation of sufficient cash flow to pursue growth opportunities and pay dividends, Earnings Before Interest and Tax (EBIT) the internal measure of financial performance at a departmental level for each of Marketing, Refining and Supply and Distribution, Cost Efficiency management of operating costs and optimisation of capital expenditure to improve the profitability of the business, Sales Volumes, and Net Available Margin (NAM). nonfinancial Safety is seen as critical to the successful operation of Caltexs business and in 2011 scorecards were measured by Total Treatable Injury Frequency Rate (TTIFR), Delivery of major infrastructure and strategic projects examples of 2011 projects include the upgrade of a facility at Port Hedland and the ongoing enhancement of Caltexs supply chain capabilities, and Leadership progress towards achievement of strategic objectives in the areas of diversity and the development and retention of key talent.

RCOP NPAT (explanation of the relevance of this measure to the Caltex business and treatment of significant items)
The Board has selected RCOP NPAT as the primary measure for the short term incentive for Caltex management because RCOP NPAT removes the impact of inventory gains and losses, giving a truer reflection of underlying financial performance. Gains and losses in the value of inventory due to fluctuations in the AUD price of crude (which is impacted by both the USD price of crude and the foreign exchange rate) constitute a major external influence on Caltexs profits. RCOP NPAT restates profit to remove these impacts. The Caltex RCOP methodology is consistent with the methods used by other refining and marketing companies for restatement of their financials. As a general rule, an increase in crude prices on an Australian dollar basis will create an earnings gain for Caltex (but working capital requirements will also increase). Conversely, a drop in crude prices on an Australian dollar basis will create an earnings loss. This is a direct consequence of the first in first out (FIFO) costing process used by Caltex in adherence with accounting standards to produce the financial result on a historical cost basis. With Caltex holding approximately 45 to 60 days of inventory, revenues reflect current prices in Singapore whereas FIFO costings reflect costs some 45 to 60 days earlier. The timing difference creates these inventory gains and losses. To remove the impact of this factor on earnings and to better reflect the underlying performance of the business, the RCOP NPAT methodology calculates the cost of goods sold on the basis of theoretical new purchases instead of actual costs from inventory. The cost of these theoretical new purchases is calculated as the average monthly cost of cargoes received during the month of those sales. Each year the Board reviews any significant items, positive and negative, and considers their relevance to the RCOP NPAT result. Generally, the Board will exclude any events from RCOP NPAT that management and the Board consider to be outside the scope of usual business. These are excluded to give a truer reflection of underlying financial performance from one period to the next.

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3d. performance based at risk remuneration 2011 rewarding results sti plan
performance period Annual payment based on assessed performance during the 12 month period ended 31 December 2011 but paid in April 2012.

Managing Director & CEO between 50% of base salary at target and 100% at Maximum Stretch. 2011 target and maximum opportunity Other Senior Executives between 46% and 50% of base salary at target and 92% and 100% at Maximum levels Stretch depending upon role. scheme rationale The Rewarding Results Plan replaced previous arrangements in 2010 as a part of the cultural reshaping of Caltex. The Board believes it has simplified the previous arrangements whilst further strengthening and reinforcing the alignment of reward with the creation of shareholder value and market competitiveness. The Board believes that the Rewarding Results Plan is in the best interests of shareholders because it: establishes the primacy of financial performance and emphasises the overall integrated performance of the company, and focuses the company on executing the most critical initiatives and delivering critical outcomes at all stages of the economic and business cycle. performance measures Rewarding Results (R2) Plan and STI payment and assessment performance measure performance 2011 RCOP NPAT Free Cash Flow EBIT Marketing EBIT Uplift Refining, Supply and Distribution Cost Efficiency Safety Above business plan threshold At business plan target Above business plan target Above business plan target Above business plan target Caltex reported TTIFR of 2.53 per million man hours (0.51/200,000) and an LTIFR of 0.99 per million man hours including employees and contractors. Although safety performance was above target in Marketing and Supply and Distribution it was below threshold in Refining. Above business plan target Above business plan threshold Major projects were delivered to required performance targets. Stretch performance was achieved in the execution of Caltexs diversity action plan and all objectives were met in the area of talent leadership.

NAM ($000s) Sales (ML) Project Delivery Talent and Diversity Leadership

2011 caltex annual report

33

Directors Report (continued)

remuneration report (continued)

how reward outcomes are funded Caltex and department performance in terms of the above measures determines the funding of the incentive pool. RCOP NPAT performance must be 80% of the business plan before any incentive opportunity is payable. Objectives that are relevant to each executive are set with a Threshold, Target and Maximum Stretch level of performance expected, with at least 50% of scorecard items weighted for RCOP NPAT and Free Cash Flow. Funding of the reward outcomes are modelled and monitored regularly. The following chart reflects the STI payment potential outcomes with the performance levels required to be achieved, with zero STI payment if RCOP NPAT performance is below 80% of business plan and a potential 200% of at target bonus if Maximum Stretch performance is achieved.

How reward outcomes are funded

200% 180% 160% 140% 120% 100% 80% 60% 40% e.g. RCOP NPAT Target: 100% of business plan target e.g. RCOP NPAT Maximum Stretch: 160% of business plan target

STI Payment as a % of Target STI

e.g. RCOP Threshold: 80% of business plan target Threshold Target Performance Achieved Maximum Stretch

use of discretion

The Committee, in its advisory role, reviews proposed adjustments to Rewarding Results outcomes where there are unforeseen and uncontrollable impacts on the scorecard elements and makes recommendations for any scorecard changes, which may only be approved by the Board. KPMG assisted the Committee with the review of scorecard financial results in 2011 by performing agreed upon procedures to verify the calculated metrics. During 2011, discretion was exercised by the Board to exclude the impact of significant items from the RCOP NPAT result that were determined by the Board to be outside of the control of employees. Those items excluded from the Caltex 2011 RCOP NPAT result for incentive purposes were: Asset impairment. Restructuring expenses. Other redundancy and related costs.

Payment vehicle

For the Managing Director & CEO, the Senior Executives and other Senior Managers, one third of the award is deferred into equity if the cash value of the award exceeds $105,000. These shares are subject to a six month service related forfeiture risk and a two year dealing restriction.

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3e. performance based at risk remuneration caltex incentive plan (ceip)

performance period Three years commencing 1 January 2011.

In 2011, the Managing Director & CEO received a grant of performance rights based on an LTI value of 150% 2011 target and maximum opportunity maximum of base salary. 2011 grants to other Senior Executives were based on an LTI value of 90% maximum of base salary. The executives will only receive all of these rights if the performance measure as described below levels is achieved. For the entire initial grant (i.e. maximum) to vest, the relative TSR performance will need to be at the 90th percentile (typical market practice is the 75th percentile) for both comparator groups. If the relative TSR performance is at the Target (75th percentile), then 66.67% of the initial grant will vest and the remaining 33.33% will lapse. If the relative TSR performance is at the 50th percentile (where typical market practice grants 50% vesting) only 33.33% of the initial grant will vest and the remaining 66.67% will lapse. performance measures Relative TSR is assessed against two comparator groups: 50% of the performance rights are tied to relative performance against members of the ASX 100 Accumulation Index and 50% against a selection of eight (2010 and 2011 international refining and marketing companies. awards) The extent to which the awards vest is determined by Caltex percentile ranking against the following scale: percentile ranking 1. Less than 50th 2. 50th 3. Between 51st and 75th 4. Target 75th 5. Between 75th and 90th 6. Maximum 90th or higher % of award vesting 0% 33.33% Prorate between 2 and 4 66.67% Prorate between 4 and 6 100%

Any performance rights that do not vest upon testing of the performance hurdle automatically lapse. No retesting is undertaken. The international refining and marketing companies for the 2010 and 2011 performance years comprised Motor Oil Hellas Corinth Refineries SA (Greece), Neste Oil OY J (Finland), SOil Corporation (Korea), Sunoco Incorporated (USA), Tesoro Corporation (USA), Valero Energy Corporation (USA) and Western Refining Incorporated (USA). Frontier Oil Corporation (USA) merged with Holly Corporation in June 2011 and therefore no longer forms part of the 2010 and 2011 peer groups. performance measures For the grants proposed in April 2012, the Board may amend weightings between the two comparator groups (2012 awards) once the strategic review of Caltexs refinery operations is concluded. Payment vehicle Performance rights are granted by the company for nil consideration. Each performance right is a right to receive a fullypaid ordinary share at no cost if the vesting conditions are satisfied. Performance rights do not carry voting or dividend rights; however, shares allocated upon vesting of performance rights will carry the same rights as other ordinary shares. The number of rights to be initially granted is determined by dividing the maximum opportunity level by the market price of the shares at the date of grant discounted by the value of the annual dividend to which the rights are not entitled. Shares to satisfy vested performance rights are purchased on market at the time of vesting if the performance criteria are met and the rights vest. Why has the TSR hurdle been chosen? The Board has selected a relative TSR measure because it provides direct alignment with shareholder outcomes and is a good indicator of profitable management of assets, operating efficiencies, progress in meeting Caltexs strategic objectives and long term performance. It provides a direct comparison of relative performance in a range of market conditions and only rewards executives when returns are at or above the median of peer companies against which Caltex competes for capital, customers or talent. Absolute TSR has not been selected because it does not distinctly separate the companys performance from overall market movements over which executives may have no control. what if a participant ceases employment? If a participant ceases to be an employee due to resignation, all unvested equity awards held by the participant will lapse, except in exceptional circumstances as approved by the Board. The Board has the discretion to determine the extent to which equity awards granted to a participant under the CEIP vest on a prorated basis where the participant ceases to be an employee of a Group company due to retirement, death, total and permanent disablement, bona fide redundancy or other reason with the approval of the Board. If no determination is made by the Board, all equity awards held by the participant will lapse. what happens in the event of a change in control? Any unvested performance rights may vest at the Boards discretion, having regard to prorated performance.

2011 caltex annual report

35

Directors Report (continued)

remuneration report (continued) 3f. managing director & ceo remuneration and service agreement
Julian Segal was formerly the Managing Director and CEO of Incitec Pivot. The terms of Mr Segals appointment were announced to the market on 22 April 2009 and his total remuneration was set in line with his former arrangements. The Board sought external expert advice from Godfrey Remuneration Group to establish that the remuneration package was competitive and of the level necessary and reasonable to secure the services of a Managing Director & CEO of a top Australian publicly listed company of similar size and complexity. Within the structure of the Managing Director & CEOs total remuneration arrangements a significant proportion of the total potential remuneration is at risk and subject to Caltexs performance and the delivery of TSR relative to the separate members of the ASX 100 Accumulation Index and eight selected international refining and marketing companies. For 2011, the Managing Director & CEOs total remuneration was split into fixed and at risk components as follows: % of total target remuneration (annualised) Fixed remuneration incl. superannuation sti* at target $924,000 (50% of Base Salary) stretch $1,848,000 (100% of Base Salary)
* There is a mandatory deferral into equity of 33.3% of short term incentives above $105,000.

at risk performance based lti at target when TSR is at the 75th percentile of peer companies $1,848,000 (100% of Base Salary) stretch when TSR is at the 90th percentile of peer companies $2,772,000 (150% of Base Salary)

$1,948,000

Table 1. Summary of Managing Director & CEOs Service Agreement

term Duration Termination by Senior Executive conditions Ongoing until notice is given by either party Six months notice Company may elect to make payment in lieu of notice Termination by company for cause Termination by company (other) No notice requirement or termination benefits (other than accrued entitlements) 12 months notice Termination payment of 12 months base salary (reduced by any payment in lieu of notice) Treatment of unvested STI and LTI in accordance with plan terms Postemployment restraints Restraint applies for 12 months if employed in the same industry within Australia

3g. senior executive service agreements

The remuneration and other terms of employment for Senior Executives are formalised in Service Agreements (contracts of employment). The material terms of the Service Agreements are set out below. The Senior Executives of Caltex (other than Mr Walz who is a Chevron secondee) are appointed as permanent Caltex employees. Their employment contracts require both Caltex and the Senior Executive to give a notice period within a range between one and six months as stipulated by their individual contracts should they resign or have their service terminated by Caltex. The terms and conditions of the executives reflect market conditions at the time of their contract negotiation and appointment. Our intention going forward is to reset the termination notice for all newly appointed Senior Executives to at least three months.

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The details of the contracts of the current Senior Executives of Caltex (other than Mr Walz) are set out below. The durations of the contracts are open ended (i.e. ongoing until notice is given by either party):

Table 2. Summary of Service Agreements for other Senior Executives

senior executives
Helen Conway Ken James Peter Lim Mike McMenamin Gary Smith Simon Willshire
(i) Ms Conway retired effective 8 April 2011.
(i)

contract
Open ended Open ended Open ended Open ended Open ended Open ended Open ended

termination notice
3 months 3 months 6 months 6 months 1 month 6 months 6 months

Simon Hepworth

If a Senior Executive was to resign, their entitlement to unvested shares payable through the Caltex Equity Incentive Plan would generally be forfeited and, if resignation was on or before 31 December of the year, generally their payment from the Rewarding Results Plan would also be forfeited, subject to the discretion of the Board. Other than prescribed notice periods, there is no special termination benefit payable under the contracts of employment. Statutory benefits (such as long service leave) are paid in accordance with the legislative requirements at the time of the Senior Executives termination. In 2011, Mr Walzs secondment was extended for a further period of three years ending on 1 April 2014 and Caltex and Chevron may agree to vary the extended contract term by early termination or extension. The secondment arrangement may also be terminated by Caltex if Mr Walz: commits a wilful breach or wilfully neglects to perform or observe any of his statutory or contractual duties, or fails to perform or observe any of his statutory or contractual duties and does not correct or rectify the failure within seven days of being requested to do so. On termination, Mr Walz has no rights against Caltex for payment of any amounts or claims.

3h. hedging and margin lending policies

The Caltex Share Trading Policy prohibits the Managing Director & CEO and other Senior Executives from hedging an exposure to unvested or vested Caltex securities held through any of our executive incentive plans. The policy also requires directors and Senior Executives to give prior notice to the Company Secretary of any proposed margin loan arrangements. If a demand for payment is made under a margin loan arrangement, the director or Senior Executive must immediately advise the Company Secretary. Caltex takes compliance with this policy seriously, and takes appropriate measures to ensure adherence to the policy. Each year, directors and Senior Executives are required to provide a certificate to the Company Secretary in which they confirm compliance with the policy. Any breach of this policy must be immediately advised to the Company Secretary, who, in turn, will report the breach to the Board. A breach of this policy may lead to disciplinary action, which may include termination of employment in serious cases.

2011 caltex annual report

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Directors Report (continued)

remuneration report (continued) 3i. Link between company performance and executive remuneration
To demonstrate the link between company performance and executive remuneration, section 3 of this remuneration report discusses Caltexs remuneration philosophy and structure for executive directors and Senior Executives, including alignment of the reward system with shareholders interests. In section 3, Caltex also explains the short term and long term business performance measures applied to executive directors and Senior Executives, including why the measures have been chosen and how they relate to the performance of the business. Section 3 also provides an explanation of RCOP NPAT and its relevance to the Caltex business, the Boards treatment of significant items and illustrates Caltexs performance against the measures used to determine short term incentive payments and vest long term incentive payments in 2011. Table 3 below demonstrates Caltex TSR, dividend, share price, earnings per share and RCOP NPAT performance each year from 2007 to 2011:

Table 3. Summary of performance 2007 to 2011

2011
12 month TSR% Share price(ii) RCOP excluding significant items earnings per share RCOP NPAT (million)(iii) Caltex Safety TTIFR
(iv) (i)

2010
61.0 60c $14.37 $1.18 $318 2.95 1.23

2009
32.8 25c $9.30 $1.13 $305 4.57 2.12

2008
(60.9) 36c $7.19 $0.69 $186 8.82 2.97

2007
(12.6) 80c $19.31 $1.64 $444 8.35 3.79

(15.0) 45c $11.77 $0.98 $264 2.53 0.99

Dividends (cents per share)

Caltex Safety LTIFR(v)

Notes: (i) Total Shareholder Return (TSR) is calculated as the change in share price for the year, plus dividends announced for the year, divided by the opening share price. TSR is a measure of the return to shareholders in respect to each financial year (unaudited). (ii) The price quoted is the trading price for the last day of trading (31 December) in each calendar year. (iii) Measured using the Replacement Cost of Sales Operating Profit (RCOP) method which excludes the impact of the fall or rise in oil prices (a key external factor) and excludes significant items as determined by the Board. (iv) TTIFR Total Treatable Injury Frequency Rate (unaudited). (v) LTIFR Lost Time Injury Frequency Rate (unaudited).

The actual executive remuneration outcomes for 2011 are detailed in the appropriate tables which provide both unaudited nonstatutory disclosures (a view of the remuneration either received in cash or in the form of equity granted in prior years which has vested in 2011 in table 4a) as well as the audited statutory disclosures (in table 4b). The charts on the following page provide a comparison of the Caltex TSR performance to the domestic comparator group (companies in the ASX 100 Accumulation Index) and the change in the level of performance over three years to 31 December 2011 and a one year period to 31 December 2011.

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3 year TSR performance 1 January 2009 31 December 2011

Caltex Australia Limited and the Constituents of the S&P/ASX 100 Index Total Shareholders Return Performance 1 January 2009 31 December 2011 200 190 180 Accumulation Index Performance 170 160 150 140 130 120 110 100 90 80 1 Sep 09 1 May 09 1 Aug 09 1 Mar 09 1 Oct 09 1 Apr 09 1 Feb 09 1 Jun 09 1 Jul 09 1 Nov 09 1 Jan 09 1 Dec 09 1 Sep 10 1 May 10 1 Aug 10 1 Mar 10 1 Oct 10 1 Feb 10 1 Apr 10 1 Jun 10 1 Jan 10 1 Jul 10 1 Sep 11 1 Nov 10 1 Dec 10 1 May 11 1 Aug 11 1 Mar 11 1 Oct 11 1 Apr 11 1 Feb 11 1 Jun 11 1 Jan 11 1 Jul 11 1 Nov 11 1 Dec 11 31 Dec 11 90th Percentile 75th Percentile Caltex S&P/ASX 100 Index 50th Percentile 1 Aug 11 1 Sep 11 1 Oct 11 1 Nov 11 1 Dec 11 31 Dec 11 1 Jan 11 1 Feb 11 1 Mar 11 1 Apr 11 1 May 11 1 Jun 11 1 Jul 11 75th Percentile S&P/ASX 100 Index 50th Percentile 90th Percentile Caltex

2012 Copyright. All Rights Reserved. Egan Associates. Indices based on a value of 100 at 1 January 2009. 60-trading day smoothing applied. Constituents based on the S&P/ASX 100 Index as at grant date (i.e. 1 January 2009). Caltex is included in the S&P/ASX 100 Index. Source: Thomson Reuters Datastream

1 year TSR performance 1 January 2011 31 December 2011

Caltex Australia Limited and the Constituents of the S&P/ASX 100 Index Total Shareholders Return Performance 1 January 2011 31 December 2011 120 115 Accumulation Index Performance 110 105 100 95 90 85 80

2012 Copyright. All Rights Reserved. Egan Associates. Indices based on a value of 100 at 1 January 2011. 60-trading day smoothing applied. Constituents based on the S&P/ASX 100 Index as at grant date (i.e. 1 January 2011). Caltex is included in the S&P/ASX 100 Index. Source: Thomson Reuters Datastream

2011 caltex annual report

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Directors Report (continued)

remuneration report (continued) 3j. remuneration tables Table 4a. Total remuneration for Executive Director and Senior Executives for 2011 (in dollars) unaudited nonstatutory disclosures
The following table sets out the cash value the Managing Director & CEO and Senior Executives derived from the various components of their remuneration in 2011, from an individual perspective. The value of remuneration includes the equity grants where the executive received control of the shares in 2011. The purpose of this table (4a) is to provide a summary of the past and present remuneration outcomes received in either cash or in the form of equity granted in prior years which has vested in 2011. As a result, the values in this table (4a) will not reconcile with those provided in the statutory disclosures in table 4b. For example table 4b discloses the value of grants in the CEIP which may or may not vest in future years, whereas this table (4a) discloses the value of grants from previous years which vested in 2011.

executive director

Salary and fees(i)

Fixed other remuneration(ii)

Bonus deferred sti (short term vested in incentive)(iii) the year(iv)

lti vested remuneration during earned the year(v) for 2011(vi)

Julian Segal (Managing Director & CEO) 2011 senior executives Helen Conway (General Manager Office of the CEO, Company Secretary and General Counsel)(vii) 2011 2011 2011 2011 2011 2011 2011 2011 150,870 616,871 484,300 247,639 447,625 737,350 613,931 484,185 156,515 134,598 163,745
(viii)

1,877,670

94,969

718,818

463,253

3,154,710

262,557 186,257 112,626 136,685 194,305 200,099 138,672

110,043 153,936 130,171 42,318 102,467 185,606 105,933

433,036 104,835 37,182 59,686 88,135

850,464 1,272,797 1,001,655 448,696 829,856 1,204,725 2,161,460 871,727

Simon Hepworth (Chief Financial Officer) Ken James (General Manager Supply and Distribution) Peter Lim (Company Secretary and Acting General Counsel)

46,113 83,393 87,464 1,347,430 54,802

Mike McMenamin (General Manager Strategy, Planning and Development) Gary Smith (General Manager Refining) Andy Walz (General Manager Marketing) Simon Willshire (General Manager Human Resources)

Notes: (i) Salary and fees comprises base pay and cash in lieu of superannuation contributions where superannuation contributions are in excess of the maximum earnings base. (ii) Fixed other remuneration includes cash value of nonmonetary benefits, superannuation, annual leave and long service leave entitlements and tax equalisation on expatriate schemes. It also includes any fringe benefit tax payable on nonmonetary benefits. (iii) The cash component (66.6%) of the STI to be received for the 2011 year, but to be paid in April 2012. 33.3% of the STI has been deferred and restricted for two years. (iv) The deferred unrestricted component of any prior year STI. (v) Equity based programs from prior years that have vested in 2011. The value is calculated using the closing share price of Caltex shares on the vesting date. (vi) Total value of remuneration received during 2011. This is the total of the previous columns and includes 2011 STI payable in April 2012. (vii) Ms Conway retired effective 8 April 2011. (viii) Mr Lim was appointed into the role of Company Secretary and General Counsel effective 1 January 2012 after undertaking the role in an acting capacity from 28 March 2011 and the amounts shown for 2011 are prorated to reflect this.

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Table 4b. Total remuneration for Senior Executives for 2011 (in dollars) statutory disclosures
The following table sets out the audited total remuneration for Senior Executives in 2011 and 2010 calculated in accordance with statutory accounting requirements:

Primary Bonus Salary (short term and fees(i) incentive)(ii)

108,525 476,258 607,371 571,721 491,842 423,999 258,323 437,765 424,654 742,922 698,849 613,931 624,008 483,824 433,623 3,744,503 3,653,112 238,349 262,557 333,506 186,257 282,758 112,626 136,685 222,384 194,305 403,139 200,099 121,202 138,672 229,028 1,231,201 1,830,366

post employment non monetary Super benefits(iii) annuation

5,374 11,766 17,379 14,958 31,416 43,501
(vii)

other long term

Equity share benefits (long term incentive)

54,715 71,418 148,146 96,157 115,520 81,675 51,757 88,226 65,822 145,278 113,279 90,491 68,799 694,133 497,150

Total

other(iv)
3,025 15,490 39,258 21,276 31,944 104,178 5,446 14,562 20,740 12,313 9,656 281,473 192,174 24,045 12,063 412,066 375,577

rights benefits (long term incentive)(v)

(15,356) 163,470 277,781 210,794 210,639 132,811 64,613 196,385 137,735 259,480 138,822 198,049 151,188 1,191,591 934,820 163,883 1,016,638 1,439,953 1,330,302 1,160,461 1,158,631 522,748 952,314 933,221 1,423,877 1,445,215 2,161,460 1,638,993 966,199 944,182 8,790,895 8,467,182

Helen Conway (General Manager Office of the CEO, Company Secretary and General Counsel)(vi) 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 7,600 39,887 87,461 81,890 92,843 89,709 19,694 60,493 47,295 54,075 67,617 44,692 56,308 15,487 37,007 382,345 419,713

Simon Hepworth (Chief Financial Officer)

Ken James (General Manager Supply and Distribution)

Peter Lim (Company Secretary and Acting General Counsel)

10,289 18,198 14,591 15,504 13,853 1,021,265 645,301 15,631 12,474 1,135,056 756,444

Mike McMenamin (General Manager Strategy, Planning and Development)

Gary Smith (General Manager Refining)

Andy Walz (General Manager Marketing)

Simon Willshire (General Manager Human Resources)

Total remuneration: Senior Executives

Notes: (i) Salary and fees include base pay, annual leave and cash payments in lieu of employer superannuation. An executive may elect to receive an equivalent cash payment in lieu of employer superannuation that is in excess of the quarterly Superannuation Guarantee Maximum. (ii) The cash component (66.6%) of the STI to be received for the 2011 year. 33.3% of the STI has been deferred and restricted for two years. The value of the 2011 deferred STI is reflected in the Equity Share benefits (long term incentive). (iii) Nonmonetary benefits include expatriate benefits to Chevron secondees under their Chevron employment contracts. (iv) Other longterm remuneration represents the Chevron Long Term Incentive Plan for Mr Walz and long service leave for all other executives. (v) These values have been calculated under Accounting Standards and as such the values may not represent the future value that may (or may not) be received by the Executive as the vesting of the rights is subject to Caltex achieving performance conditions. (vi) Ms Conway retired effective 8 April 2011. (vii) Mr Lim was appointed into the role of Company Secretary and General Counsel effective 1 January 2012 after undertaking the role in an acting capacity from 28 March 2011 and the amounts shown for 2011 are prorated to reflect this.

2011 caltex annual report

41

Directors Report (continued)

remuneration report (continued) table 5. unvested shareholdings of executive director and senior executives during 2011
unvested shares at 31 dec 2011 from the 2009 and 2011 performance years(iii)
104,515 11,154 7,912 4,784 5,807 8,254 5,891

executive director and senior executives(i)

Julian Segal Helen Conway Simon Hepworth Ken James Peter Lim Mike McMenamin Gary Smith Simon Willshire

unvested shares from prior performance years

109,261 9,844 12,528 10,650 3,223 8,902 14,136 9,531

restricted shares granted(ii)

30,536 11,154 7,912 4,784 5,807 8,254 5,891

shares vested from prior performance years

35,282 9,844 12,528 10,650 3,223 8,902 14,136 9,531

Forfeited

Notes: (i) Mr Walz is not eligible to participate for any of the grant periods under the terms of his secondment arrangement with Chevron. (ii) Restricted shares granted represents the 2011 STI deferred into equity (33.3%). The shares will be bought in 2012 and so this disclosure represents the estimated number of shares to be acquired at that time. (iii) If the executive meets the service conditions, the amounts will vest in 2012.

From 2006 until 2008, 50% of the STI payment for Senior Executives was awarded as restricted shares allocated under the Caltex Equity Incentive Plan. The Managing Director & CEO received a joining incentive in 2009 and also had 50% of his 2009 STI paid as Caltex shares (50% of which were restricted). Table 6 shows the percentage of the shares vested, the years until the grant vests and the future cost to Caltex. The cost to Caltex of the shares is recorded in line with the service received from the Senior Executive; however, the shares typically vest to the Senior Executive in subsequent years.

42

table 6. restricted share grants to executive director and senior executives in 2011
The following table is for accounting value purposes and provides an estimate of the future cost to Caltex of unvested shares based on the progressive vesting of the restricted shares. Of the 2011 Deferred STI, no shares have vested and the estimated future cost has been provided.

executive director and senior executives(i)

Julian Segal

CEIP year
2009(ii) 2011 total

deferred STI year

Vested (% of shares vested)

0% 0%

Future years when shares will vest

2012 2012

Future cost to Caltex of unvested shares ($)

125,000 163,368 288,368

Simon Hepworth 2011 total Ken James 2011 total Peter Lim 2011 total Mike McMenamin 2011 total Gary Smith 2011 total Simon Willshire 2011 total
Notes: (i) Mr Walz is not eligible to participate for any of the grant periods under the secondment arrangement with Chevron. (ii) This relates to Mr Segals 2009 joining incentive.

0%

2012

59,672 59,672

0%

2012

42,331 42,331

0%

2012

25,597 25,597

0%

2012

31,065 31,065

0%

2012

44,160 44,160

0%

2012

31,516 31,516

table 7. 2011 executive director and senior executive performance rights

Since 2007, long term incentives for Senior Executives have been awarded as performance rights under the CEIP as explained in section 3e. Table 7 sets out details of movements in performance rights held by Senior Executives during the year, including details of the performance rights that vested.

senior executives(i)
Julian Segal Helen Conway Simon Hepworth Ken James Peter Lim Mike McMenamin Gary Smith Simon Willshire

performance rights at 1 Jan 2011(ii)

332,746 87,278 112,718 72,694 18,698 75,364 75,658 80,882

granted in 2011(iii)
193,664 40,880 32,672 11,246 28,458 44,024 27,924

vested in 2011
(28,478) (5,935) (1,660) (2,740) (4,205)

lapsed in 2011(iv)
(58,800) (5,935) (1,660) (2,740) (4,205)

Balance at 31 dec 2011

526,410 141,728 102,046 29,944 98,342 119,682 100,396

Notes: (i) Mr Walz is not eligible to participate for any of the grant periods under the terms of his secondment arrangement with Chevron. (ii) For 2009 and 2010 performance rights, if all future performance conditions are met these performance rights will be payable in 2012 and 2013. (iii) If all future performance conditions are met these performance rights will be payable in 2014. (iv) Relates to 2008 performance rights of which 50% lapsed in the year and 50% vested. Performance rights related to Ms Conway relate to 2008, 2009 and 2010.

2011 caltex annual report

43

Directors Report (continued)

remuneration report (continued) table 8. valuation assumptions of performance rights granted

The fair value of performance rights granted under the CEIP is determined independently by Ernst & Young using an appropriate numerical pricing model. The model takes into account a range of assumptions and the fair values for each year of grant have been calculated incorporating the assumptions below.

2011 grant asx 100 accumulation index

Nil 35% 5.0% 4.0% 2.9 $14.19 $6.61

2010 grant asx 100 accumulation index

Nil 35% 5.24% 4.0% 2.9 $11.87 $7.89

2009 grant asx 100 accumulation index

Nil 40% 3.28% 6.0% 3.0 $7.19 $4.03

comparator group
Exercise price Volatility Risk free interest rate Dividend yield Expected life (years) Share price at grant date Valuation per right

international refining and marketing companies

Nil 35% 5.0% 4.0% 2.9 $14.19 $4.91

international refining and marketing companies

Nil 35% 5.24% 4.0% 2.9 $11.87 $7.75

international refining and marketing companies

Nil 40% 3.28% 6.0% 3.0 $7.19 $4.17

table 9. distribution of 2011 fixed and variable remuneration elements of remuneration

The proportion of each Senior Executives remuneration for 2011 that was fixed, and the proportion that was subject to a performance condition, is shown in the following table. The percentages are based on the statutory remuneration received which includes valuations of noncash components and equity payments as calculated under Australian Accounting Standards and as such do not correspond to the target remuneration percentages disclosed earlier in this report in section 3b. The target remuneration percentages are calculated on base salary plus incentives, whereas the fixed remuneration below includes value of noncash components such as accruals for annual leave and long service leave where applicable. The long term incentive values in the statutory tables include the value of grants made in prior years, whereas the target remuneration is reflected in the value of the grant to be made in the current year.

Executive Director and Senior Executives

Julian Segal Simon Hepworth Ken James Peter Lim Mike McMenamin Gary Smith Andy Walz Simon Willshire

Fixed
43% 52% 56% 56% 56% 58% 78% 56%

Variable (including short and long term incentive payments)

57% 48% 44% 44% 44% 42% 22% 44%

4. nonexecutive director remuneration 4a. our approach to nonexecutive director remuneration

At Caltex, our business and corporate operations are managed under the direction of the Board on behalf of shareholders. The Board oversees the performance of Caltex management in seeking to deliver superior business and operational performance and long term growth in shareholder value. The Board recognises that providing strong leadership and strategic guidance to management is important to achieve our goals and objectives. Under the Caltex Constitution and the ASX Listing Rules, the total remuneration pool for nonexecutive directors is determined by shareholders. Within this overall pool amount, remuneration for nonexecutive directors is reviewed by the Committee, taking into account recommendations from an external expert, and set by the Board. Fees for nonexecutive directors are set at a level to attract and retain directors with the necessary skills and experience to allow the Board to have a proper understanding of, and competence to deal with, current and emerging issues for Caltexs business. The Board seeks to attract directors with different skills, experience and abilities to enable it to effectively oversee and challenge the performance of management. Additionally, when setting fee rates, the Board takes into account factors such as external market data on fees and the size and complexity of Caltexs operations. The remuneration of nonexecutive directors is fixed. The nonexecutive directors do not participate in any Caltex incentive or bonus schemes. Caltex does not have a retirement scheme for nonexecutive directors.
44

4b. Board and committee fee rates for 2011

Shareholders approved a maximum annual Board remuneration pool of $2,000,000, including statutory entitlements, at the Annual General Meeting on 22 April 2010, with effect from 1 May 2010.

table 10. 2011 and 2012 nonexecutive directors fees

In 2011, the Committee engaged the Godfrey Remuneration Group (Godfrey) to carry out a review of nonexecutive director fees. In its report, Godfrey outlined the results of benchmarking Caltexs remuneration practices for nonexecutive directors to a comparator group of companies listed on the ASX. The report was considered by the Committee and by the Board in December 2011. In considering fee rates for 2012, the Committee and the Board took into account the prevailing market rates paid to similar companies and increases were made to maintain comparability with the fees paid by similar organisations and in accordance with independent advice. The increases ranged from 1% for the Chairman to 4% for the members and chairman of the OHS & Environmental Risk Committee. The following table shows the fee rates for 2011 and 2012:

Role
Board Chairman Director Board committee chairman Audit Committee Human Resources Committee Nomination Committee OHS & Environmental Risk Committee Board committee member Audit Committee Human Resources Committee Nomination Committee OHS & Environmental Risk Committee

2012 (effective 1 January 2012)

$465,000 (inclusive of all committee fees) $155,000 $36,000 $31,000 Nil $26,000 $18,000 $15,500 Nil $13,000

2011
$460,000 (inclusive of all committee fees) $150,000 $35,000 $30,000 Nil $25,000 $17,500 $15,000 Nil $12,500

Superannuation is paid in addition to these fee rates. Caltex pays superannuation at 9% for nonexecutive directors. Superannuation is not paid for overseas directors. An alternate director does not receive Board or Board committee fees.

2011 caltex annual report

45

Directors Report (continued)

remuneration report (continued) 4c. remuneration table Table 11. Total remuneration for directors for 2011 (in dollars) statutory disclosures
The following table sets out the audited total remuneration for directors in 2011 and 2010 calculated in accordance with statutory accounting requirements. post other employ long Primary ment term E quity Total

Bonus non Salary (short term monetary Super and fees incentive)(i) benefits annuation(ii)(iii)

share rights benefits benefits (long term (long term other incentive) incentive)

executive director Julian Segal (Managing Director & CEO) 2011 1,867,266 2010 1,812,864 total: executive director 2011 2010 nonexecutive directors Elizabeth Bryan (Chairman) 2011 2010 Trevor Bourne 2011 2010 Brant Fish 2011 2010 Greig Gailey 2011 2010 Colleen JonesCervantes(iv) 2011 2010 Tim Leveille 2011 2010 Robert Otteson(v) 2011 2010 Walter Szopiak 2011 2010 John Thorn 2011 2010 1,867,266 1,812,864

718,818 1,007,990 718,818 1,007,990

16,303 14,280 16,303 14,280

50,000 40,833 50,000 40,833

39,070 26,096 39,070 26,096

727,522 583,237 727,522 583,237

1,141,259 610,542 1,141,259 610,542

4,560,238 4,095,842 4,560,238 4,095,842

486,201 418,133 192,500 186,500 165,000 159,000 185,160 182,760 104,190 150,000 12,230 131,770 162,500 52,310 202,801 196,696

718,818 1,007,990

432 297 883 607 572 596 1,464 1,187 3,351 2,687 19,654 16,967

15,199 15,142 17,325 16,785 43,740 39,600 15,199 14,764 91,463 86,291 141,463 127,124

39,070 26,096

727,522 583,237

1,141,259 610,542

501,832 433,572 210,708 203,892 165,000 159,000 229,472 222,956 104,190 150,000 12,230 131,770 162,500 52,310 219,464 212,647 1,638,976 1,532,567 6,199,214 5,628,409

total: nonexecutive directors 2011 1,544,162 2010 1,443,589 total remuneration: directors 2011 3,411,428 2010 3,256,453
46

Notes: (i) The cash component (66.6%) of the STI to be received for the 2011 year. 33.3% of the STI has been deferred and restricted for two years. The value of the 2011 deferred STI is reflected in the Equity Share benefits (long term incentive). (ii) Superannuation contributions are made on behalf of nonexecutive directors to satisfy Caltexs obligations under Superannuation Guarantee legislation. (iii) Fees paid to Australian based nonexecutive directors may be subject to fee sacrifice arrangements for superannuation. Also, directors may direct Caltex to pay superannuation contributions referable to fees in excess of the maximum earnings base as cash. (iv) Ms JonesCervantes 2010 remuneration relates to her service as a former director of Caltex until her resignation on 31 August 2010. Ms JonesCervantes was appointed as an alternate director from 1 September 2010. Caltex does not pay any remuneration to alternate directors. (v) Mr Robert Ottesons 2010 remuneration relates to his service as a former director of Caltex until his resignation on 30 November 2010.

directors interests
The directors of Caltex Australia Limited held the following relevant interests in the companys shares at 31 December 2011:

director
Ms Elizabeth Bryan Mr Julian Segal

shareholding
14,946 140,598

nature of interest
Direct interest Direct interest in 15,668 shares; indirect interest in 124,930 shares. Mr Segal also has a direct interest in 526,410 performance rights Direct interest in 2,395 shares; indirect interest in 3,000 shares Indirect interest

Mr Trevor Bourne Mr Brant Fish Mr Greig Gailey Mr Tim Leveille Mr Walt Szopiak Mr John Thorn

5,395 5,000 1,510

Indirect interest

Notes: (a) The directors have not acquired or disposed of any relevant interests in the companys shares in the period from 1 January 2012 to the date of this report. (b) Ms Colleen JonesCervantes (alternate director) did not have a relevant interest in the companys shares at 31 December 2011 or at the date of this report.

2011 caltex annual report

47

Directors Report (continued)

Board and committee meetings

The Board of Caltex Australia Limited met 11 times during the year ended 31 December 2011. In addition, a Board strategy session was held during the year. In 2011, the Board operated the following standing committees: Audit Committee, which met four times, Human Resources Committee, which met six times, Nomination Committee, which met twice, and OHS & Environmental Risk Committee, which met five times. Special purpose committees were convened on five occasions in 2011. The number of Board and committee meetings attended by each director during the year is set out in the following table:

director
current directors Ms Elizabeth Bryan Mr Julian Segal Mr Trevor Bourne Mr Brant Fish Mr Greig Gailey Mr Tim Leveille Mr Walt Szopiak Mr John Thorn alternate director Ms Colleen JonesCervantes

Board
11 11 11 8 11 8 8 11 (11) (11) (11) (9) (11) (9) (9) (11)

audit committee
4 4 4 4 4 4 (4) (4)

human resources committee

6 6 5 (6) (6)

nomination committee
2 2 2 2 2 1 2 (2) (2) (2) (2) (2) (2) (2)

ohs & environmental risk committee

5 5 5 1 5 5 (5) (5) (5) 3 3 4 1 1 4 1 5

other
(3) (3) (4) (1) (1) (4) (1) (5)

(4)

(6)

(1)

Notes: (a) The table shows the number of Board and committee meetings attended by each director during the year ended 31 December 2011, with the number of meetings held during the directors time in office, and which the director was eligible to attend, shown in brackets. The reference to other includes the Boards strategy session (which was attended by all current directors) and special purpose committee meetings that were convened during the year. (b) The Chairman, Ms Bryan, attended meetings of the Audit Committee, the Human Resources Committee and the OHS & Environmental Risk Committee in an exofficio capacity on a standing basis in 2011. (c) The Managing Director & CEO, Mr Segal, attended meetings of the Audit Committee, the Human Resources Committee and the OHS & Environmental Risk Committee as a member of management in 2011. Mr Segal also attended meetings of the Nomination Committee by invitation. (d) Mr Leveille attended four Audit Committee meetings and Mr Fish attended one OHS & Environmental Risk Committee meeting (as a visitor in each case). (e) Mr Fish and Mr Leveille were each unable to attend one Board meeting in 2011, which had been convened as a special meeting (in addition to the Boards scheduled meetings). In addition, Mr Fish was unable to attend one Human Resources Committee meeting and Mr Leveille was unable to attend one Nomination Committee meeting. Mr Szopiak was unable to attend one Board meeting and Ms JonesCervantes attended this meeting as alternate director.

48

shares and interests

The total number of ordinary shares on issue at the date of this report and during 2011 is 270 million shares (2010: 270 million shares). The total number of performance rights on issue at the date of this report is 2,180,178 (2010: 1,639,678). 766,608 performance rights were issued during 2011 (2010: 1,326,714). 226,108 performance rights were distributed or lapsed during the year (2010: 78,466). On vesting, Caltex is required to allocate one ordinary share for each performance right. For each right that vests, Caltex will purchase a share on market following vesting.

company secretaries mr peter lim

Mr Peter Lim is Caltexs Company Secretary and General Counsel. In this role, he serves as Company Secretary to the Board, as Committee Secretary for the Nomination Committee, and as a company secretary for various companies in the Caltex Australia Group. Mr Lim was appointed as Company Secretary of Caltex Australia Limited with effect from 21 April 2011 and was appointed as Company Secretary and General Counsel on 1 January 2012. Mr Lim joined Caltex in 2006 after spending a number of years as a lawyer in private practice, and was appointed to the role of Assistant General Counsel in 2009. Mr Lim holds a Bachelor of Commerce and a Bachelor of Laws from the University of New South Wales.

nonaudit services
KPMG is the external auditor of Caltex Australia Limited and the Caltex Australia Group. In 2011, KPMG performed nonaudit services for the Caltex Australia Group in addition to its statutory audit and review engagements for the full year and half year. KPMG received or was due to receive the following amounts for services performed for the Caltex Australia Group during the year ended 31 December 2011: for nonaudit services total fees of $147,500 (2010: $160,000); these services included transaction services ($56,500), taxation services ($23,500) and other assurance services ($67,500), and for audit services total fees of $767,000 (2010: $811,000). The Board has received a written advice from Mr John Thorn (Audit Committee Chairman) for and on behalf of the Audit Committee in relation to the independence of KPMG, as external auditor, for 2011. The advice was made in accordance with a resolution of the Audit Committee. The directors are satisfied that: the provision of nonaudit services to the Caltex Australia Group during the year ended 31 December 2011 by KPMG is compatible with the general standard of independence for auditors imposed by the Corporations Act, and the provision of nonaudit services during the year ended 31 December 2011 by KPMG did not compromise the auditor independence requirements of the Corporations Act for the following reasons: the provision of nonaudit services in 2011 was consistent with the Boards policy on the provision of services by the external auditor, the nonaudit services provided in 2011 are not considered to be in conflict with the role of external auditor, and the directors are not aware of any matter relating to the provision of the nonaudit services in 2011 that would impair the impartial and objective judgement of KPMG as external auditor.

ms katie king
Ms Katie King, Assistant Company Secretary, serves as a company secretary of Caltex Australia Limited. She also serves as Committee Secretary for the Audit Committee, the Human Resources Committee and the OHS & Environmental Risk Committee, and as a company secretary for various companies in the Caltex Australia Group. Ms King was appointed as a company secretary of Caltex Australia Limited with effect from 27 October 2011. Ms King holds a Bachelor of Commerce from the University of New South Wales and a Graduate Diploma of Applied Corporate Governance. She is also a member of the Institute of Chartered Accountants in Australia.

indemnity and insurance constitution

The Constitution of Caltex Australia Limited provides that, to the extent permitted by law and subject to the restrictions in sections 199A and 199B of the Corporations Act, Caltex Australia Limited indemnifies every person who is or has been a director or secretary of the company or of a subsidiary at the request of the Board of Caltex Australia Limited. The indemnities cover against: any liability (other than a liability for legal costs) incurred by that person as a director or secretary of Caltex Australia Limited or a subsidiary, and reasonable legal costs incurred in defending an action for a liability or alleged liability incurred by that person as a director or secretary of Caltex Australia Limited or a subsidiary.

Deeds of indemnity and insurance

During the year ended 31 December 2011, Caltex Australia Limited entered into deeds of access, insurance and indemnity with Mr Peter Lim and Ms Katie King (company secretaries). Deeds of access, insurance and indemnity have previously been entered into by Caltex Australia Limited with current directors and with former directors and secretaries.

2011 caltex annual report

49

Directors Report (continued)

indemnity and insurance (continued)

Under the deeds, Caltex Australia Limited has agreed, in broad terms, to indemnify its directors and company secretaries (to the extent permitted by law and subject to the prohibitions in section 199A of the Corporations Act and the terms of the deed) against any and all: liabilities incurred as an officer of Caltex Australia Limited or a group company (but not including liabilities for legal costs covered by the legal costs indemnity), and legal costs reasonably incurred in defending an action for a liability incurred or allegedly incurred as an officer of Caltex Australia Limited or a group company and preparing for, attending or appearing in administrative proceedings or an investigation or inquiry by any regulatory authority or external administrator in respect of or arising out of or connected with any act. Under the deeds entered into with directors and company secretaries, Caltex Australia Limited (either itself or through a group company) is required to maintain and pay the premium on an insurance policy covering each director and company secretary (to the extent permitted by law and subject to the prohibitions in sections 199B and 199C of the Corporations Act). In each case, the obligation continues for a period of seven years after the director or secretary (as the case may be) ceases to be an officer or, if a proceeding or an inquiry has commenced or arises within this seven year period and this has been notified to the company, a further period up to the outcome of the proceedings or inquiry or when the company is satisfied that the proceedings or inquiry will not proceed.

rounding oF amounts
Caltex Australia Limited is an entity to which Class Order 98/100 (as issued by the Australian Securities and Investments Commission (ASIC)) applies. Amounts in the 2011 Directors Report and the 2011 Financial Report have been rounded off to the nearest thousand dollars (unless otherwise stated) in accordance with this class order. The Directors Report is made in accordance with a resolution of the Board of Caltex Australia Limited.

ElizabEth bryan
Chairman

Julian SEgal
Managing Director & CEO

Sydney, 27 February 2012

contract of insurance
Caltex Australia Limited has paid a premium in respect of a contract insuring the directors and officers of Caltex Australia Limited against liabilities. The directors have not included details of the nature of the liabilities covered or the amount of the premium paid in respect of the directors and officers liability insurance, as such disclosure is prohibited under the terms of the contract.

50

lead auditors independence declaration under section 307c oF the CORPORATiONs ACT 2001
To: the directors of Caltex Australia Limited I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 31 December 2011 there have been: (i) (ii) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit, and no contraventions of any applicable code of professional conduct in relation to the audit.

KPMg Sydney, 27 February 2012

anthony JonES
Partner

2011 caltex annual report

51

Directors Declaration

The Board of Caltex Australia Limited has declared that: (a) the directors have received the declarations required by section 295A of the Corporations Act from the Managing Director & CEO and the Chief Financial Officer for the year ended 31 December 2011, (b) in the directors opinion, the financial statements and notes for the year ended 31 December 2011, and the Remuneration Report, are in accordance with the Corporations Act, including: (i) section 296 (compliance with Accounting Standards), and (ii) section 297 (true and fair view), (c) in the directors opinion, there are reasonable grounds to believe that Caltex Australia Limited will be able to pay its debts as and when they become due and payable, (d) a statement of compliance with International Financial Reporting Standards has been included in note 1(a) to the financial statements, and (e) at the date of this declaration, there are reasonable grounds to believe that the companies in the Caltex Australia Group that are parties to the Deed of Cross Guarantee dated 22 December 1992 with Caltex Australia Limited (including companies added by Assumption Deed), as identified in note 22 of the 2011 Financial Report, will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the Deed of Cross Guarantee. The Directors Declaration is made in accordance with a resolution of the Board of Caltex Australia Limited.

ElizabEth bryan
Chairman

Julian SEgal
Managing Director & CEO

Sydney, 27 February 2012

52

Independent Auditors Report to the Members of Caltex Australia Limited

report on the Financial report

We have audited the accompanying financial report of Caltex Australia Limited (the company), which comprises the consolidated balance sheet as at 31 December 2011, and consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for the year ended on that date, notes 1 to 33 comprising a summary of significant accounting policies and other explanatory information and the directors declaration of the Group comprising the company and the entities it controlled at the years end or from time to time during the financial year.

Directors responsibility for the financial report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In note 1, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements of the Group comply with International Financial Reporting Standards.

Auditors responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Groups financial position and of its performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

auditors opinion
In our opinion: (a) the financial report of the Group is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Groups financial position as at 31 December 2011 and of its performance for the year ended on that date, and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. (b) the financial report also complies with International Financial Reporting Standards as disclosed in note 1.

report on the remuneration report

We have audited the Remuneration Report included in pages 28 to 47 of the directors report for the year ended 31 December 2011. The directors of the company are responsible for the preparation and presentation of the remuneration report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with auditing standards.

auditors opinion
In our opinion, the remuneration disclosures that are contained in the sections of the Directors Remuneration Report of the Group for the year ended 31 December 2011, with the exception of sections of table 3 on page 38 and all of table 4a on page 40, complies with Section 300A of the Corporations Act 2001.

KPMg Sydney, 27 February 2012

anthony JonES
Partner

2011 caltex annual report

53

FOR THE YEAR ENDED 31 DECEMBER 2011

Consolidated Income Statement

thousands of dollars
Revenue from sale of goods Replacement cost of goods sold (excluding product duties and taxes and inventory gains) Product duties and taxes Inventory gains Cost of goods sold historical cost Gross profit Other income Refining and Supply expenses Marketing expenses Net foreign exchange (losses)/gains Impairment of noncurrent assets Finance costs Other expenses Share of net profit of entities accounted for using the equity method (loss)/profit before income tax benefit/(expense) Income tax benefit/(expense) net (loss)/profit attributable to: Equity holders of the parent entity Noncontrolling interest net (loss)/profit Basic and diluted (loss)/earnings per share: historical cost cents per share

note

2011
22,105,204 (16,054,534) (5,046,904) 197,449 (20,903,989) 1,201,215

2010
18,671,905 (12,730,314) (4,891,397) 21,242 (17,600,469) 1,071,436 261,174 (162,993) (588,284) 27,304 (59,181) (110,674) 3,513 442,295 (124,317) 317,978

296,517 (194,971) (621,334) (10,004)

3 3 23(d) 4

(1,552,780) (69,240) (72,788) 1,618 (1,021,767) 308,546 (713,221)

(713,514) 293 (713,221)

316,952 1,026 317,978

(264.3)

117.4

The consolidated income statement for the year ended 31 December 2011 includes significant expenses of $1,593,704,000 (2010: $23,011,000). Details of these items are disclosed in note 3. The consolidated income statement is to be read in conjunction with the notes to the financial statements.

54

FOR THE YEAR ENDED 31 DECEMBER 2011

Consolidated Statement of Comprehensive Income

thousands of dollars
(Loss)/profit for the period other comprehensive expense Actuarial loss on defined benefit plans Cash flow hedge fair value losses Income tax on other comprehensive income other comprehensive expense for the period, net of income tax total comprehensive (expense)/income for the period attributable to: Equity holders of the parent entity Noncontrolling interest total comprehensive (expense)/income for the period

note

2011
(713,221)

2010
317,978 (21,011) (2,377) 7,016 (16,372) 301,606

18(b) 4(c)

(31,128) (6,820) 10,935 (27,013) (740,234)

(740,527) 293 (740,234)

300,580 1,026 301,606

The consolidated statement of comprehensive income is to be read in conjunction with the notes to the financial statements.

2011 caltex annual report

55

AS AT 31 DECEMBER 2011

Consolidated Balance Sheet

thousands of dollars
current assets Cash and cash equivalents Receivables Inventories Other total current assets noncurrent assets Receivables Investments accounted for using the equity method Other investments Intangibles Property, plant and equipment Deferred tax assets Other total noncurrent assets total assets current liabilities Payables Interest bearing liabilities Current tax liabilities Provisions total current liabilities noncurrent liabilities Payables Interest bearing liabilities Provisions total noncurrent liabilities total liabilities net assets Equity Issued capital Treasury stock Reserves Retained earnings Total parent entity interest Noncontrolling interest Total equity

note

2011
1,818

2010
18,377 839,677 1,385,310 30,107 2,273,471 554 23,351 15 79,863 2,895,522 13,138 4,771 3,017,214 5,290,685 1,229,813 132,469 79,522 177,245 1,619,049 5,130 430,089 153,821 589,040 2,208,089 3,082,596 543,415 (753) (5,852) 2,534,009 3,070,819 11,777 3,082,596

7 8 9

1,001,490 1,717,732 35,862 2,756,902

7 23 10 11 12 4 9

1,566 23,573 3 95,008 1,535,448 446,758 1,801 2,104,157 4,861,059

13 14 15

1,674,017 153,979 13,798 139,969 1,981,763

13 14 15

6,726 464,685 189,810 661,221 2,642,984 2,218,075

16

543,415 (430) (8,337) 1,671,357 2,206,005 12,070

2,218,075

The consolidated balance sheet is to be read in conjunction with the notes to the financial statements.

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FOR THE YEAR ENDED 31 DECEMBER 2011

Consolidated Statement of Changes in Equity

Thousands of dollars
Balance at 1 January 2010 total comprehensive income for the year Total recognised income for the year Effective portion of changes in fair value of cash flow hedges, net of tax total comprehensive income for the year Own shares acquired Shares vested to employees Expense on equity settled transactions Dividends to shareholders Balance at 31 december 2010 Balance at 1 January 2011 total comprehensive income for the year Total recognised (expense)/income for the year Effective portion of changes in fair value of cash flow hedges, net of tax total comprehensive (expense)/income for the year Own shares acquired Shares vested to employees Expense on equity settled transactions Dividends to shareholders Balance at 31 december 2011

Issued capital
543,415

Treasury stock
(1,756)

Hedging reserve
(10,004)

Equity compen sation reserve

2,592

Retained earnings
2,380,264

non controlling Total interest

2,914,511 10,751

Total equity
2,925,262

302,245

302,245

1,026

303,271

543,415 543,415

(646) 1,649 (753) (753)

(1,665) (1,665) (11,669) (11,669)

(1,649) 4,874 5,817 5,817

302,245 (148,500) 2,534,009 2,534,009

(1,665) 300,580 (646) 4,874 (148,500) 3,070,819 3,070,819

1,026 11,777 11,777

(1,665) 301,606 (646) 4,874 (148,500) 3,082,596 3,082,596

(735,752)

(735,752)

293

(735,459)

(4,775)

(4,775)

(4,775)

543,415

(3,629) 3,952 (430)

(4,775) (16,444)

(3,952) 6,242 8,107

(735,752) (126,900) 1,671,357

(740,527) (3,629) 6,242 (126,900) 2,206,005

293 12,070

(740,234) (3,629) 6,242 (126,900) 2,218,075

The consolidated statement of changes in equity is to be read in conjunction with the notes to the financial statements.

2011 caltex annual report

57

FOR THE YEAR ENDED 31 DECEMBER 2011

Consolidated Cash Flow Statement

thousands of dollars
cash flows from operating activities Receipts from customers Payments to suppliers, employees and governments Dividends and disbursements received Interest received Interest and other finance costs paid Income taxes paid net operating cash inflows cash flows from investing activities Purchase of controlled entity, net of cash acquired Purchases of property, plant and equipment Major cyclical maintenance Purchases of intangibles Net proceeds from sale of property, plant and equipment net investing cash outflows cash flows from financing activities Proceeds from borrowings Repayments of borrowings Repayment of finance lease principal Dividends paid net financing cash outflows Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year

note

2011
25,636,433 (24,941,412) 1,395 1,330 (70,269) (181,075)

2010
21,680,856 (21,135,300) 1,746 1,718 (60,106) (60,456) 428,458

25(b)

446,402

26

(21,571) (316,836) (79,711) (5,083) 37,911 (385,290)

(295,576) (55,075) (3,064) 18,585 (335,130)

12,741,419 (12,689,517) (2,673) (126,900) (77,671) (16,559) 18,377 25(a) 1,818

9,713,676 (9,659,026) (3,457) (148,500) (97,307) (3,979) 22,356 18,377

The consolidated cash flow statement is to be read in conjunction with the notes to the financial statements.

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FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements

1. signiFicant accounting policies

Caltex Australia Limited (the company) is a company limited by shares, incorporated and domiciled in Australia. The shares of Caltex Australia Limited are publicly traded on the Australian Securities Exchange. The consolidated financial statements for the year ended 31 December 2011 comprise the company and its controlled entities (together referred to as the Group) and the Groups interest in associates and jointly controlled entities. The consolidated financial statements were approved by the Board and authorised for issue on 27 February 2012.

The accounting policies set out below have been applied consistently to all periods presented in the consolidated financial report by the Group, except where stated.

(b) Basis of consolidation subsidiaries

Subsidiaries are those entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are presently exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Investments in subsidiaries are carried at the cost of acquisition in the Groups financial statements.

(a) statement of compliance and basis of preparation

The financial report has been prepared as a general purpose financial report and complies with the requirements of the Corporations Act, and Australian Accounting Standards (AASBs) including Australian Interpretations adopted by the Australian Accounting Standards Board (AASB). The consolidated financial report complies with International Financial Reporting Standards (IFRSs) and interpretations adopted by the International Accounting Standards Board (IASB). The consolidated financial report is prepared on the historical cost basis except for the following material items in the consolidated balance sheet: derivative financial instruments are measured at fair value, the defined benefit liability is recognised as the net total of the plan assets, plus unrecognised past service cost and unrecognised actuarial losses, less unrecognised actuarial gains and the present value of the defined benefit obligation, and fixed assets which are measured at cost less impairment adjustments (i.e. net realisable value). The consolidated financial report is presented in Australian dollars, which is the Groups functional currency. The company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that class order, amounts in the consolidated financial report and Directors Report have been rounded to the nearest thousand dollars, unless otherwise stated. The preparation of a consolidated financial report in conformity with AASBs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. These accounting policies have been consistently applied by each entity in the Group. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods if the revision affects both current and future periods. Judgements made by management in the application of AASBs that have a significant effect on the consolidated financial report and estimates with a significant risk of material adjustment in the next year are discussed in note 1(c).

associates
Associates are those entities over whose financial and operating policies the Group has significant influence, but not control. The consolidated financial statements include the Groups share of the total recognised gains and losses of associates on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases. When the Groups share of losses exceeds the carrying amount of the associate, the carrying amount is reduced to nil and recognition of future losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Joint ventures
Joint ventures are those entities or operations over whose activities the Group has joint control, established by contractual agreement.

Jointly controlled entities

In the consolidated financial statements, investments in jointly controlled entities, including partnerships, are accounted for using equity accounting principles. Investments in jointly controlled entities are carried at the lower of the equity accounted amount and recoverable amount. The Groups share of the jointly controlled entitys net profit or loss is recognised in the consolidated income statement from the date joint control commences until the date joint control ceases. Other movements in reserves are recognised directly in the consolidated reserves.

Jointly controlled operations and assets

The interests of the Group in unincorporated joint ventures and jointly controlled assets are brought to account by recognising in its financial statements the assets it controls and the liabilities that it incurs, and the expenses it incurs and its share of income that it earns from the sale of goods or services by the joint venture.

2011 caltex annual report

59

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

1. signiFicant accounting policies (continued) transactions eliminated on consolidation

Intragroup balances and transactions, and any unrealised income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of the Groups interest in the entity. Unrealised losses arising from transactions with associates and jointly controlled entities are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Profit on disposal of property assets

The profit on disposal of property assets is brought to account at the date a contract of sale is settled, because it is at this time that: the costs incurred or to be incurred in respect of the sale can be measured reliably, and the significant risks and rewards of ownership of the property have been transferred to the buyer. Assets that are held for sale are carried at the lower of the net book value and fair value less cost to sell.

(c) accounting estimates and judgements

Note 1(n) contains information about the assumptions and the risk factors relating to impairment. In assessing the carrying value of property, plant and equipment, management considers longterm assumptions relating to key external factors including crude oil prices, foreign exchange rates and Singapore refiner margins. Any changes in these assumptions can have a material impact on the carrying value. Refer to note 32 for further detail. In note 1(j), explanation is given of the foreign exchange exposure, interest rate exposure and commodity price exposure of the Group and risks in relation to foreign exchange movements, interest rate movements and commodity price movements. Note 1(t) contains information about the principal actuarial assumptions used in determining pension obligations for the Groups defined benefit plan. Note 1(w) provides key sources of estimation, uncertainty and assumptions used in regard to estimation of provisions.

(e) cost of goods sold measured on a replacement cost basis

Cost of goods sold measured on a replacement cost basis excludes the effect of inventory gains and losses, including the impact of exchange rate movements. Inventory gains or losses arise due to movements in the landed price of crude oil, and represent the difference between the actual historic cost of sales and the current replacement value of that inventory. The net inventory gain or loss is adjusted to reflect the impact of contractual revenue lags.

(f) product duties and taxes

Product duties and taxes are included in cost of goods sold. Product duties and taxes include fuel excise, which is a cents per litre impost on products used as fuels, and the product stewardship levy, which is a cents per litre impost on all lubricant products sold. Excise is recognised as part of the cost of inventory, and therefore forms part of cost of goods sold.

(g) goods and services tax

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of the item of expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the consolidated balance sheet. Cash flows are included in the consolidated cash flow statement on a gross basis. The GST components of cash flows arising from investing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.

(d) revenue sales revenue

Sales revenue comprises revenue earned (net of rebates, discounts and allowances) from the provision of products to entities outside the Group. Gross sales revenue excludes amounts collected on behalf of third parties such as goods and services tax (GST). Sales revenue is recognised when the significant risks and rewards of ownership have been transferred to the customer, or when the services have been completely provided. Exchanges of goods or services of the same nature and value are not recognised as revenues regardless of whether the transaction involves cash consideration.

(h) Finance costs

Finance costs include interest payable on borrowings calculated using the effective interest rate method, finance charges in respect of finance leases, losses on hedging instruments that are recognised in profit or loss, exchange differences arising from foreign currency borrowing to the extent that they are regarded as an adjustment to interest costs, and differences relating to the unwinding of the discount of assets and liabilities measured at amortised cost. Finance costs are recognised as incurred unless they relate to qualifying assets. Qualifying assets are assets which take more than 12 months to get ready for their intended use or sale. In these circumstances, finance costs are capitalised to the cost of the assets. Where funds are borrowed specifically for the acquisition, construction or production of a qualifying asset, the amounts of finance costs capitalised are those incurred in relation to that borrowing, net of any interest earned on those borrowings.

other income
Dividend income is recognised at the date the right to receive payment is established. Interest revenue is recognised on a time proportionate basis taking into account the effective yield on the financial asset. Rental income from leased sites is recognised in the consolidated income statement on a straightline basis over the term of the lease. Franchise fee income is recognised in accordance with the substance of the agreement. Royalties are recognised as they accrue in accordance with the substance of the agreement.

60

Where funds are borrowed generally, finance costs are capitalised using a weighted average capitalisation rate.

hedging Cash flow hedges

Interest rate instruments, forward exchange contracts and crude and finished product swap contracts are cash flow hedges. Cross currency swaps may be cash flow hedges. Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in equity. When the anticipated transaction results in the recognition of a nonfinancial asset or nonfinancial liability, the cumulative gain or loss is removed from equity and included in the initial measurement of the nonfinancial asset or nonfinancial liability. If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gains and losses that were recognised directly in equity are reclassified into profit or loss in the same period or periods during which the asset acquired or liability assumed affects profit or loss (i.e. when interest income or expense is recognised). For cash flow hedges, other than those covered by the preceding two policy statements, the associated cumulative gain or loss is removed from equity and recognised in the consolidated income statement in the same period or periods during which the hedged forecast transaction affects profit or loss. The ineffective part of any gain or loss in the carrying amount of a cash flow hedge is recognised in the consolidated income statement immediately. When a hedging instrument or hedge relationship is terminated, but the hedged transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised in the consolidated income statement immediately.

(i) Foreign currencies

Foreign currency transactions are recorded, on initial recognition, in Australian dollars by applying the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Australian dollars at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the consolidated income statement. Nonmonetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Nonmonetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Australian dollars at foreign exchange rates ruling at the dates the fair value was determined.

(j) derivative financial instruments

The Group is exposed to changes in interest rates, foreign exchange rates and commodity prices from its activities. The Group may use interest rate instruments, foreign exchange instruments, cross currency swaps, crude swap contracts and finished product swap contracts to hedge these risks. The Group does not enter into derivative financial instrument transactions for trading or speculative purposes. However, financial instruments entered into to hedge an underlying exposure which does not qualify for hedge accounting are accounted for as trading instruments. Derivative financial instruments are recognised at fair value. The gain or loss on subsequent remeasurement is recognised immediately in the consolidated income statement. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged.

Fair value hedges

A change in the carrying amount of a fair value hedge is recognised in the consolidated income statement, together with the change to the carrying amount of the hedged item. The Group formally documents all relationships between hedging instruments and hedged items, as well as risk management objectives and strategies for undertaking various hedge transactions. When effectiveness ceases, hedge accounting is discontinued.

interest rate instruments

The fair value of interest rate swap contracts is the estimated amount that the Group would receive or pay to terminate the swap at balance date taking into account current interest rates.

Foreign exchange contracts

The fair value of forward exchange contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles as at reporting date. Spot foreign exchange contracts are recorded at fair value, being the quoted market price at balance date.

Cross currency swaps

The Group has entered into cross currency swaps with matched terms to the underlying US notes. These matched terms include principal, margin and payment terms. These contracts are initially designated as fair value hedges for the swap of the benchmark US and Australian interest rates (a cross currency swap excluding margins) and cash flow hedge for a swap of the fixed US and Australian margin. Initial designation documents also provide scope for interest rate swaps to be entered into over the life of the cross currency swap. On entering into the interest rate swap, the initial fair value hedge is redesignated as a combined cross currency swap and interest rate swap and accounted for as a cash flow hedge.

crude and finished product swap contracts

Tapis crude and product swap contracts may be used to reduce exposure to changes in absolute crude and finished product prices and their fair values are calculated by reference to market prices. There are no exchanges of principal amounts involved in these contracts. The carrying amount of all derivatives, other than those meeting the normal purchases and sales exception, are measured using market prices. Those derivatives qualifying and designated as hedges are either fair value or cash flow hedges.

2011 caltex annual report

61

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

1. signiFicant accounting policies (continued) (k) income tax

Income tax expense comprises current and deferred tax. Income tax is recognised in the consolidated income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustments to tax payable in respect of previous years. Deferred tax is recognised using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries, associates and jointly controlled entities to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

the head entity and any tax loss deferred tax asset assumed by the head entity, resulting in the head entity recognising an interentity payable (receivable) equal in amount to the tax liability (asset) assumed. The interentity payables (receivables) are at call. Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and reflect the timing of the head entitys obligation to make payments for tax liabilities to the relevant tax authorities. The head entity, in conjunction with the other members of the TCG, has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote.

(l) receivables
Receivables are initially recognised at fair value plus any directly attributable transaction costs and subsequently measured at amortised cost less impairment losses. Impairment testing is performed at reporting date. A provision for impairment losses is raised if there is a specific indicator that an impairment loss on receivables has been incurred. An impairment loss is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised.

tax consolidation
Caltex Australia Limited, as the head company, recognises all current tax balances relating to its wholly owned Australian resident entities included in the taxconsolidated group (TCG). Current tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the TCG are recognised in the separate financial statements of the members of the TCG using the group allocation approach. Current tax expense/income is allocated based on the net profit/loss before tax of each separate member of the TCG adjusted for permanent differences and intragroup dividends, taxeffected using tax rates enacted or substantially enacted at the balance sheet date. Any current tax liabilities and deferred tax assets arising from unused tax losses of the subsidiaries are assumed by the head company in the TCG and are recognised as amounts payable to/receivable from other entities in the TCG in conjunction with any tax funding arrangement amounts. The Group recognises deferred tax assets arising from unused tax losses of the TCG to the extent that it is probable that future taxable profits of the TCG will be available against which the asset can be utilised.

(m) inventories
Inventories are measured at the lower of cost and net realisable value. Cost is based on the first in first out (FIFO) principle and includes direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure incurred in acquiring the inventories and bringing them into the existing location and condition. The amount of any writedown or loss of inventory is recognised as an expense in the period it is incurred. Inventory writedowns may be reversed when net realisable value increases subsequent to initial writedown. The reversal is limited to the original writedown amount.

(n) impairment
The carrying amounts of the Groups assets, other than inventories and deferred tax assets, are reviewed at each balance sheet date to determine whether there is an indication of impairment. If any such indication exists, the assets recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cashgenerating unit exceeds its recoverable amount. Impairment losses are recognised in the consolidated income statement, unless an asset has previously been revalued, in which case the impairment loss is recognised as a reversal to the extent of that previous revaluation with any excess recognised through the consolidated income statement. Impairment losses recognised in respect of cashgenerating units are allocated first to reduce the carrying amount of any goodwill allocated to cashgenerating units (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

nature of tax funding arrangements and tax sharing arrangements

The head entity, in conjunction with the other members of the TCG, has entered into a tax funding arrangement which sets out the funding obligations of members of the TCG in respect of tax amounts. The tax funding arrangements require payments to/from the head entity equal to the current tax liability (asset) assumed by
62

calculation of recoverable amount

The recoverable amount of the Groups investments in held to maturity securities and receivables carried at amortised cost is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial recognition of these financial assets). The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cashgenerating unit to which the asset belongs.

Finance leases
Assets of the Group acquired under finance leases are capitalised and included in property, plant and equipment at the lesser of fair value or present value of the minimum lease payments. Contingent rentals are written off as an expense of the period in which they are incurred. Capitalised lease assets are depreciated over the shorter of the lease term and its useful life. Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The interest components of lease payments are charged to the consolidated income statement to reflect a constant rate of interest on the remaining balance of the liability for each accounting period.

Operating leases
Payments made under operating leases are charged against net profit or loss in equal instalments over the accounting period covered by the lease term, except where an alternative basis is more representative of the benefits to be derived from the leased property. Contingent rentals are recognised as an expense in the period in which they are incurred. Lease incentives received are recognised in the consolidated income statement as an integral part of the total lease expense on a straightline basis over the lease term.

reversals of impairment
An impairment loss in respect of a held to maturity security or receivable carried at amortised cost is reversed if the subsequent increase in the recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Subsequent expenditure
Expenditure incurred to replace a component of an item of property, plant and equipment that is accounted for separately, including cyclical maintenance, is capitalised. Other subsequent expenditure is capitalised only when it is probable that the future economic benefits embodied within the item will flow to the Group and the cost of the item can be reliably measured. All other expenditure is recognised in the consolidated income statement as an expense as incurred.

(o) Property, plant and equipment owned assets

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of property, plant and equipment at 1 January 2004 is included on the basis of deemed cost. The cost of selfconstructed assets includes the cost of materials, direct labour and an appropriate proportion of production overheads. The cost of property, plant and equipment includes the cost of decommissioning and restoration costs at the end of their economic lives if a present legal or constructive obligation exists. More details of how this cost is estimated and recognised is contained in note 1(w). Assessment of impairment is made in accordance with the impairment policy in note 1(n). Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment.

Major cyclical maintenance

Major cyclical maintenance expenditure is separately capitalised as an asset component to the extent that it is probable that future economic benefits, in excess of the originally assessed standard of performance, will eventuate. All other such costs are expensed as incurred. Capitalised cyclical maintenance expenditure is depreciated over the lesser of the additional useful life of the asset or the period until the next major cyclical maintenance is scheduled to occur.

depreciation
Items of property, plant and equipment, including buildings and leasehold property but excluding freehold land, are depreciated using the straightline method over their expected useful lives. Leasehold improvements are amortised over the shorter of the lease term or useful life. The depreciation rates used, in the current and prior year, for each class of asset are as follows: Freehold buildings Leasehold property Plant and equipment Leased plant and equipment 2% 2 10% 3 25% 3 25%

leased assets
Leases of property, plant and equipment under which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Other leases are classified as operating leases.

Assets are depreciated from the date of acquisition or, in respect of internally constructed assets, from the time an asset is completed and held ready for use.

2011 caltex annual report

63

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

1. signiFicant accounting policies (continued) (p) intangible assets goodwill Business combinations prior to 1 January 2004
As part of the transition to the Australian equivalents to International Financial Reporting Standards (AIFRS), the Group elected to restate only those business combinations that occurred on or after 1 January 2004. In respect of acquisitions prior to 1 January 2004, goodwill represents the amount recognised under the Groups previous accounting framework.

current and comparative periods are reflected by the following amortisation percentages: Software development Software not integrated with hardware Licences 5 20% 17 20% 6 10%

(q) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Groups cash management are included as a component of cash and cash equivalents for the purpose of the consolidated cash flow statement.

Business combinations since 1 January 2004

All business combinations are accounted for by applying the acquisition method. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cashgenerating units and is tested annually for impairment (see note 1(n)). In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment in the associate. Negative goodwill arising on an acquisition is recognised directly in the consolidated income statement.

(r) Payables
Payables are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the Group. Trade accounts payable are normally settled within 30 days. Payables are initially recognised at fair value plus any directly attributable transaction costs and subsequently measured at amortised cost.

(s) interest bearing liabilities interest bearing bank loans

Interest bearing bank loans are recognised when issued at fair value, less transaction costs, using the amortised cost method. Any difference between the amortised cost and the principal value is recognised in the consolidated income statement over the period of the interest bearing liability on an effective interest basis.

research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in the consolidated income statement as an expense as incurred. Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalised if the product or process is technically and commercially feasible, future economic benefits are probable and the Group has sufficient resources to complete development. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads. Other development expenditure is recognised in the consolidated income statement as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses (see note 1(n)).

Domestic medium term notes

Domestic medium term notes are recognised when issued at fair value, less transaction costs, using the amortised cost method. Any difference between the amortised cost and the principal value is recognised in the consolidated income statement over the period of the interest bearing liability on an effective interest basis.

us notes
US notes hedged by cross currency swaps are initially recognised at fair value less attributable transaction costs. Subsequent to initial recognition, these US notes are accounted for using fair value hedge accounting to the extent that an effective hedge exists (see note 1(j)). Where cross currency swaps are redesignated as cash flow hedges, the US notes being hedged are no longer subject to a fair value adjustment. Any accumulated gain/loss capitalised prior to the redesignation will be amortised over the remaining life of the US notes on an effective interest basis. US notes issued in Australian dollars are recognised when issued at fair value, less transaction costs, using the amortised cost method. Any difference between the amortised cost and the principal value is recognised in the consolidated income statement over the period of the interest bearing liability on an effective interest basis.

other intangible assets

Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses (see note 1(n)).

Subsequent expenditure
Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it related. All other expenditure is expensed as incurred.

amortisation
Amortisation is charged to the consolidated income statement on a straightline basis over the estimated useful lives of intangible assets unless such lives are indefinite. Goodwill and intangible assets with an indefinite useful life are systematically tested for impairment at each balance sheet date. Other intangible assets are amortised from the date they are available for use. The estimated useful lives in the

(t) Employee benefits wages and salaries

The provision for employee benefits to wages and salaries represents the amount which the Group has a present obligation to pay resulting from employees services provided up to the balance date.

64

annual leave, long service leave and retirement benefits

The provisions for employee benefits to annual leave, long service leave and retirement benefits which are expected to be settled within 12 months represent the undiscounted amount of the estimated future cash outflows to be made by the employer resulting from employees services provided up to the balance date. Provisions for employee benefits which are not expected to be settled within 12 months are calculated using expected future increases in wage and salary rates, including related oncosts, and expected settlement dates based on turnover history and are discounted using the rates attaching to national government securities at balance date, which most closely match the terms of maturity of the related liabilities.

The cost of the equity settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The cost of equity settled transactions is recognised over the specified service period and ending on the date on which the relevant employees become fully entitled to the award (vesting date). The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects the extent to which the vesting period has expired. In the Groups financial statements the transactions of the company sponsored employee share plan trust are treated as being executed directly by the Group (as the trust acts as the Groups agent). Accordingly, shares held by the trust are recognised as treasury stock and deducted from equity.

termination benefits
Termination benefits are recognised as an expense when the Group is demonstrably committed to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting period, then they are discounted to their present value.

(v) environmental costs

Environmental costs related to known environmental obligations under existing law are accrued when they can be reasonably estimated. Accruals are based on best available information and are adjusted as further information develops or circumstances change. Environmental provisions are accounted for in accordance with the provisions accounting policy. Costs of compliance with environmental regulations and ongoing maintenance and monitoring are expensed as incurred. Recoveries from third parties are recorded as assets when their realisation is virtually certain.

superannuation
The Group contributes to several defined contribution and defined benefit superannuation plans.

(w) provisions
A provision is recognised when there is a present legal or constructive obligation as a result of a past event that can be measured reliably and it is probable that a future sacrifice of economic benefits will be required to settle the obligation, the timing or amount of which is uncertain. If the effect is material, a provision is determined by discounting the expected future cash flows (adjusted for expected future risks) required to settle the obligation at a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Subsequent accretion to the amount of a provision due to unwinding of the discount is recognised as a finance cost. Estimates of the amount of an obligation is based on current legal and constructive obligations, technology and price levels. Actual outflows can differ from estimates due to changes in laws, regulations, public expectations, technology, prices and conditions and can take place many years in the future. The carrying amounts of provisions and liabilities are regularly reviewed and adjusted to take account of such change. In general, the further in the future that a cash outflow for a liability is expected to occur, the greater the degree of uncertainty around the amount and timing of that cash outflow. Examples of cash outflows that are expected to occur a number of years in the future and, as a result, about which there is uncertainty of the amounts involved, include asset decommissioning and restoration obligations and employee pension obligations.

Defined contribution plans

Obligations for contributions to defined contribution plans are recognised as an expense in the consolidated income statement as incurred.

Defined benefit plans

The Groups net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine the present value, and the fair value of any plan assets is deducted. The discount rate is the yield at balance date on government bonds that have maturity dates approximating the terms of the Groups obligations. The calculation is performed by a qualified actuary using the projected unit credit method. All actuarial gains and losses that arise in calculating the Groups obligation in respect of the plan are recognised directly in retained earnings. When the calculation results in plan assets exceeding liabilities to the Group, the recognised asset is limited to the present value of any future refunds from the plan or reductions in future contributions to the plan.

(u) Share based payments

The Group provides benefits to senior executives in the form of share based payment transactions, whereby senior executives render services in exchange for shares or rights over shares (equity settled transactions).

2011 caltex annual report

65

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

1. signiFicant accounting policies (continued)

A change in the estimate of a recognised provision or liability would impact the consolidated income statement, with the exception of decommissioning and certain restoration costs that relate to the initial construction of an asset, which would be accounted for on a prospective basis.

(x) segment reporting

The Group determines and presents operating segments based on the information that internally is provided to the Groups chief operating decision maker. An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Groups other components. All operating segments operating results are regularly reviewed by the Groups chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. Segment results that are reported to the chief operating decision maker include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Interentity sales are recognised based on an internally set transfer price. Sales between segments are based on arms length principles appropriate to reflect prevailing market pricing structures at that time. Where possible, relevant Import Parity Pricing is used to determine arms length pricing between the two segments. Revenue from external parties reported to the chief operating decision maker is measured in a manner consistent with that in the consolidated income statement. For the purposes of reporting to the chief operating decision maker, nonfuel income is included on a net basis and is not presented in gross revenue. Income taxes and net financial income are dealt with at a Group level and not within the reportable segments. The performance of each reportable segment is measured based on segment replacement cost of sales operating profit before interest and income tax excluding significant items. This measurement basis excludes the impact of the rise or fall in oil prices (a key external factor) and presents a clearer picture of the reportable segments underlying business performance. Segment replacement cost operating profit is measured as management believes that such information is most useful in evaluating the performance of the differing internal business units relative to each other, and other like business units in the industry. Segment replacement cost operating profit is also used to assess the performance of each business unit against internal performance measures.

restoration and remediation

Provisions relating to current and future restoration and remediation activities are recognised as liabilities when a legal or constructive obligation arises. The provision is the best estimate of the present value of the expenditure to settle the obligation at the reporting date. These costs are reviewed annually and any changes are reflected in the provision at the end of the reporting period through the consolidated income statement. The ultimate cost of restoration and remediation is uncertain and cost estimates can vary in response to many factors including changes to the relevant legal and environmental requirements, the emergence of new techniques or experience at other sites and uncertainty as to the remaining life of existing sites.

asset retirements
Costs for the future dismantling and removal of assets, and restoration of the site on which the assets are located, are provided for and capitalised upon initial construction of the asset, where an obligation to incur such costs arises. The present value of the expected future cash flows required to settle these obligations is capitalised and depreciated over the useful life of the asset. Subsequent accretion to the amount of a provision due to unwinding of the discount is recognised as a finance cost. A change in estimate of the provision is added to or deducted from the cost of the related asset in the period of the change, to the extent that any amount of deduction does not exceed the carrying amount of the asset. Any deduction in excess of the carrying amount is recognised in the consolidated income statement immediately. If an adjustment results in an addition to the cost of the related asset, consideration will be given to whether an indication of impairment exists and the impairment policy will be applied.

dividends
A provision for dividends payable is recognised in the reporting period in which the dividends are declared, for the entire undistributed amount.

(y) New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2012, and have not been applied in preparing these consolidated financial statements. None of these are expected to have a significant effect on the consolidated financial statements of the Group.

Restructuring and employee termination benefits

Provisions for restructuring or termination benefits are only recognised when a detailed plan has been approved and the restructuring or termination benefits have either commenced or been publicly announced, or when firm contracts related to the restructuring or termination benefits have been entered into. The liabilities for termination benefits have been included in the provision for employee and director benefits.

66

2. other income
thousands of dollars
Rental income Royalties and franchise income Transaction and merchant fees Other

2011
53,448 112,927 80,952 47,903 295,230

2010
48,755 109,574 69,539 31,505 259,373 1,598 203 1,801 261,174

Finance income Interest from other corporations Gain on fair value derivative 1,257 30 1,287 296,517

3. costs and expenses

thousands of dollars
Finance costs Interest expense Finance charges on capitalised leases Discounting expense Finance costs depreciation and amortisation Depreciation of: Buildings Plant and equipment Amortisation of: Leasehold property Leased plant and equipment Intangibles Total depreciation and amortisation selected expenses Total operating personnel expenses 361,108 353,683 5,421 650 8,486 14,557 219,341 5,290 1,083 8,529 14,902 208,885 10,529 194,255 204,784 9,677 184,306 193,983 66,049 1,749 1,442 69,240 55,799 2,097 1,285 59,181

2011

2010

impairment of noncurrent assets

An impairment expense of $1,552,780,000 has been recognised during the period. This expense is the combination of; $1,500,000,000 relating to a noncash reduction in the refinery fixed asset carrying value due to a challenging external environment (including the ongoing strength of the Australian dollar, lower Caltex refiner margins and increasing costs) which is now expected to be sustained for a prolonged period, $55,815,000 relating to the closure of certain refining units at Kurnell and the reversal of $3,035,000 of impairment losses on previously impaired nonoperating sites as these sites have become operational again during the year. See note 32 for further details.

significant items
During 2011, the Group incurred significant items that have been recognised in the income statement. These items relate to Refining asset impairment ($1,500,000,000) as mentioned above, the decision to cease operation of two process plants at Kurnell Refinery which comprises impairment ($55,815,000) and FCCU/PDU restructuring costs ($21,606,000), other redundancy and related costs ($19,318,000), and reversal of prior year impairments ($3,035,000). During 2010, the Group incurred significant items that have been recognised in the income statement and form part of Refining and Supply and Other expenses. These items relate to Refining and Supply restructuring expenses ($14,963,000), Marketing restructuring expenses ($5,800,000) and corporate restructuring expenses ($2,248,000). Of this total $1,593,704,000 significant items (2010: $23,011,000), $1,552,780,000 is included in impairment of noncurrent assets, $17,806,000 is included in Refining and Supply expenses (2010: $1,688,000) and $23,118,000 in Other expenses (2010: $21,323,000).
2011 caltex annual report 67

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

4. income tax (BeneFit)/expense (a) recognised in the income statement

thousands of dollars
current tax expense: Current year Adjustments for prior years 121,837 (7,698) 114,139 deferred tax (benefit)/expense: Origination and reversal of temporary differences total income tax (benefit)/expense in the income statement (422,685) (308,546) 9,343 124,317 125,026 (10,052) 114,974

2011

2010

(b) reconciliation between income tax (benefit)/expense and (loss)/profit before income tax (benefit)/expense
(Loss)/profit before income tax (benefit)/expense Income tax using the domestic corporate tax rate of 30% (2010: 30%) Increase in income tax expense due to: Imputation grossup on dividends received Capital gains tax Other Decrease in income tax expense due to: Share of net profit of associated entities Research and development allowances Franking credits on dividends received Income tax over provided in prior years Total income tax (benefit)/expense in the income statement (384) (900) (598) (7,698) (308,546) (905) (900) (748) (10,052) 124,317 598 2,690 4,276 494 2,083 1,656 (1,021,767) (306,530) 442,295 132,689

(c) Deferred tax recognised directly in equity

Related to actuarial losses Related to cash flow hedges 8,889 2,046 10,935 6,303 713 7,016

(d) recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

assets thousands of dollars

Receivables Inventories Property, plant and equipment and intangibles Payables Interest bearing liabilities Provisions Other net tax assets/(liabilities)

liabilities 2010
2,203 4,533 6,786 99,155 112,677

net 2010
(5,242)

2011
2,156 342,619 6,051 8,020 98,394 457,240

2011
(9,395) (1,087) (10,482)

2011
2,156 (9,395) 342,619 6,051 8,020 98,394 (1,087) 446,758

2010
2,203 (5,242) (93,352) 4,533 6,786 99,155 (945) 13,138

(93,352) (945) (99,539)

68

(e) unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items.

thousands of dollars
capital tax losses

2011
177,028

2010
187,494

Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which these benefits can be utilised by the Group.

(f) Movement in temporary differences during the year

Thousands of dollars
Receivables Inventories Property, plant and equipment Payables Interest bearing liabilities Provisions Other

Balance at 1 Jan 11
2,203 (5,242) (93,352) 4,533 6,786 99,155 (945) 13,138

recognised in income
(47) (4,153) 435,971 1,518 (812) (9,650) (142) 422,685

recognised in equity
2,046 8,889 10,935

Balance at 31 Dec 11
2,156 (9,395) 342,619 6,051 8,020 98,394 (1,087) 446,758

Thousands of dollars
Receivables Inventories Property, plant and equipment Payables Interest bearing liabilities Provisions Other

Balance at 1 Jan 10
3,858 (13,715) (77,620) 7,025 7,170 89,889 (1,142) 15,465

recognised in income
(1,655) 8,473 (15,732) (2,492) (1,097) 2,963 197 (9,343)

recognised in equity
713 6,303 7,016

Balance at 31 Dec 10
2,203 (5,242) (93,352) 4,533 6,786 99,155 (945) 13,138

2011 caltex annual report

69

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

5. dividends (a) dividends declared or paid

Dividends recognised in the current year by the company are:

2011 Interim 2011 Final 2010 Total amount 2010 Interim 2010 Final 2009 Total amount The dividends paid during 2011 were fully franked at the rate of 30%.

date of payment
27 september 2011 29 march 2011

Franked/ unfranked
Franked Franked

cents per share

17 30

total amount $000

45,900 81,000 126,900

28 September 2010 29 March 2010

Franked Franked

30 25

81,000 67,500 148,500

Subsequent events
Since 31 December 2011, the directors declared the following dividend. The dividend has not been provided for and there are no income tax consequences for the Group in relation to 2011. Final 2011 3 april 2012 Franked 28 75,600

The financial effect of this final dividend has not been reflected in the financial statements for the year ended 31 December 2011 and will be recognised in subsequent financial reports.

(b) dividend franking account

thousands of dollars
30% franking credits available to shareholders of Caltex Australia Limited for subsequent financial years

2011
1,008,964

2010
947,673

(i) The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends. The impact on the dividend franking account of dividends proposed after the balance sheet date but not recognised as a liability, is to reduce the balance by $32,400,000 (2010: $34,714,286). In accordance with the tax consolidation legislation, Caltex Australia Limited as the head entity in the taxconsolidated group has also assumed the benefit of $1,008,964,000 (2010: $947,673,000) in franking credits.

6. Basic and diluted (loss)/earnings per share

2011
Historical cost cents per share Replacement cost (RCOP) excluding significant items cents per share (264.3) 97.7

2010
117.4 117.8

The calculation of historical cost basic earnings per share for the year ended 31 December 2011 was based on the net loss attributable to ordinary shareholders of the parent entity of $713,514,000 (2010: $316,952,000 profit) and a weighted average number of ordinary shares outstanding during the year ended 31 December 2011 of 270 million shares (2010: 270 million shares). The calculation of replacement cost excluding significant items basic earnings per share for the year ended 31 December 2011 was based on the net replacement cost profit attributable to ordinary shareholders of the parent entity adjusted for significant items relating to asset impairment, restructuring, redundancy and other related costs (refer to note 30 for details of these items) of $263,865,000 (2010: $318,190,000 profit) and a weighted average number of ordinary shares outstanding as disclosed during the year ended 31 December 2011 of 270 million shares (2010: 270 million shares). RCOP is calculated by adjusting statutory profit for inventory gains and losses. There are no dilutive potential ordinary shares, and therefore diluted earnings per share equals basic earnings per share.

70

7. receivaBles
thousands of dollars
current Trade debtors Allowance for impairment Associated entities Other related entities Other debtors 885,465 (6,472) 878,993 66,190 3,376 52,931 1,001,490 noncurrent Other loans 1,566 554 739,409 (5,840) 733,569 40,305 17,875 47,928 839,677

2011

2010

(a) impaired receivables

As at 31 December 2011, current trade receivables of the Group with a nominal value of $6,472,000 (2010: $5,840,000) were impaired. The individually impaired receivables relate to a variety of customers who are in financial difficulties. No collateral is held over these impaired receivables. As at 31 December 2011, trade receivables of $21,852,000 (2010: $18,543,000) were past due but not impaired. These relate to a number of customers for whom there is no recent history of default. The ageing analysis of receivables past due but not impaired is as follows:

thousands of dollars
Past due 0 30 days Past due 31 60 days Past due greater than 60 days

2011
17,573 2,550 1,729 21,852

2010
14,972 1,121 2,450 18,543

Movements in the allowance for impairment of receivables are as follows:

thousands of dollars
At 1 January Provision for impairment recognised during the year Receivables written off during the year as uncollectible Unused amount reversed At 31 December

2011
5,840 3,614 (2,982) 6,472

2010
12,031 573 (5,400) (1,364) 5,840

The creation and release of the provision for impaired receivables has been included in Other expenses in the income statement. Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash. The other classes within trade and other receivables do not contain impaired assets and are not past due. Based on the credit history of these other classes, it is expected that these amounts will be received when due. There are no receivables that have had renegotiated terms that would otherwise, without that renegotiation, have been past due or impaired.

(b) Foreign exchange and interest rate risk

Refer to note 17 for exposures to foreign exchange and interest rate risk relating to trade and other receivables.

(c) Fair value and credit risk

Due to the shortterm nature of these receivables, their carrying value is assumed to approximate their fair value. Maximum exposure to credit risk at the reporting date is the fair value of each class of receivables mentioned above. Refer to note 17 for further details.

2011 caltex annual report

71

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

8. inventories
thousands of dollars
Crude oil and raw materials held at cost Inventory in process held at cost Finished goods held at cost Materials and supplies held at cost

2011
786,511 133,566 757,534 40,121 1,717,732

2010
567,069 168,370 609,367 40,504 1,385,310

9. other assets
thousands of dollars
current Prepayments noncurrent Other 1,801 4,771 35,862 30,107

2011

2010

10. other investments

thousands of dollars
Investment in other entities

2011
3

2010
15

11. intangiBles
thousands of dollars
cost At 1 January 2011 Additions Disposals Balance at 31 December 2011 cost Balance at 1 January 2010 Additions Disposals Balance at 31 December 2010 amortisation At 1 January 2011 Amortisation for the year Disposals Balance at 31 December 2011 amortisation Balance at 1 January 2010 Amortisation for the year Disposals Balance at 31 December 2010 Carrying amount At 1 January 2011 At 31 December 2011 Carrying amount At 1 January 2010 At 31 December 2010 49,412 49,412 899 2,536 35,017 27,915 85,328 79,863 49,412 68,161 2,536 1,734 27,915 25,113 79,863 95,008 (16,391) (16,391) (3,087) (363) (3,450) (53,751) (8,166) 26,555 (35,362) (73,229) (8,529) 26,555 (55,203) (16,391) (16,391) (3,450) (802) (4,252) (35,362) (7,684) 169 (42,877) (55,203) (8,486) 169 (63,520) 65,803 65,803 3,986 2,000 5,986 88,768 1,064 (26,555) 63,277 158,557 3,064 (26,555) 135,066 65,803 18,749 84,552 5,986 5,986 63,277 5,083 (370) 67,990 135,066 23,832 (370) 158,528

goodwill

rights

software

total

72

amortisation
The amortisation charge of $8,486,000 (2010: $8,529,000) is recognised in Refining and Supply expenses, Marketing expenses and Other expenses in the income statement.

impairment tests for cashgenerating units containing goodwill

Goodwill acquired through business combinations has been tested for impairment as follows:

thousands of dollars
Distributor businesses

2011
68,161

2010
49,412

distributor businesses
The recoverable amount of goodwill with distributor businesses has been determined based on a value in use calculation. This calculation uses pretax cash flow projections based on an extrapolation of the year end cash flows and available budget information. The cash flows have been discounted using a pretax discount rate of 14.6% p.a. The cash flows have been extrapolated using a constant growth rate of 2.5%. The growth rates used do not exceed the longterm growth rate for the industry. There were no impairment losses recognised in relation to the distributor businesses during the year ended 31 December 2011 (2010: nil).

Key assumptions used in value in use calculations

Key assumption Cash flow Estimated longterm average growth rate Discount period Discount rate Basis for determining value in use assigned to key assumption Earnings before interest, tax, depreciation and amortisation (EBITDA) 2.5%, as considered appropriate for each distributor business based on past experience Represents the longest remaining life of assets acquired The risk specific to the asset

The values assigned to the key assumptions represent managements assessment of future trends in the petroleum industry and are based on both external sources and internal sources (historic data). Management believes that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the carrying amount of goodwill recorded to exceed its recoverable amount.

12. property, plant and equipment

thousands of dollars
Freehold land At cost Net carrying amount Buildings At cost Accumulated depreciation and impairment losses Net carrying amount Leasehold property At cost Accumulated amortisation Net carrying amount Plant and equipment At cost Accumulated depreciation and impairment losses Net carrying amount Leased plant and equipment At capitalised cost Accumulated amortisation Net carrying amount capital projects in progress At cost Net carrying amount Total net carrying amount 221,419 221,419 1,535,448 259,596 259,596 2,895,522
73

2011
372,970 372,970 402,415 (218,657) 183,758 111,571 (68,814) 42,757 4,122,947 (3,409,375) 713,572 24,051 (23,079) 972

2010
365,986 365,986 365,313 (169,462) 195,851 103,222 (68,820) 34,402 3,938,518 (1,900,453) 2,038,065 24,051 (22,429) 1,622

2011 caltex annual report

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

12. property, plant and equipment (continued) reconciliations

Reconciliations of the carrying amounts for each class of property, plant and equipment are set out below:

thousands of dollars
Freehold land Carrying amount at the beginning of the year Additions Disposals Carrying amount at the end of the year Buildings Carrying amount at the beginning of the year Additions Impairment loss Disposals Transfers from capital projects in progress Depreciation Carrying amount at the end of the year Leasehold property Carrying amount at the beginning of the year Additions Disposals Transfers from capital projects in progress Amortisation Carrying amount at the end of the year Plant and equipment Carrying amount at the beginning of the year Additions Acquisition through entity acquired Impairment loss Disposals Transfers from capital projects in progress Depreciation Impairment reversal Carrying amount at the end of the year Leased plant and equipment Carrying amount at the beginning of the year Additions Amortisation Carrying amount at the end of the year capital projects in progress Carrying amount at the beginning of the year Additions Writeoffs Impairment loss Transfers to buildings, leased property, plant and equipment Carrying amount at the end of the year Please see note 32 for further details on impairment.

2011
365,986 6,984 372,970 195,851 2,953 (43,000) (1,785) 40,268 (10,529) 183,758 34,402 102 (884) 14,558 (5,421) 42,757 2,038,065 80,253 14,382 (1,395,215) (1,685) 168,992 (194,255) 3,035 713,572 1,622 (650) 972 259,596 303,241 (117,600) (223,818) 221,419

2010
377,185 6,660 (17,859) 365,986 173,986 3,671 (5,423) 33,294 (9,677) 195,851 30,551 600 (921) 9,462 (5,290) 34,402 1,913,765 69,596 (16,849) 255,859 (184,306) 2,038,065 2,351 354 (1,083) 1,622 282,008 277,337 (1,134) (298,615) 259,596

74

13. payaBles
thousands of dollars
current Trade creditors unsecured(a) Related entities Other corporations and persons Other creditors and accrued expenses 434,363 552,242 687,412 1,674,017 noncurrent Other creditors and accrued expenses
(a) Trade creditors are noninterest bearing and are normally settled on 30 day terms.

2011

2010

208,909 460,043 560,861 1,229,813 5,130

6,726

14. interest Bearing liaBilities

thousands of dollars
current unsecured US notes(i) Bank loans(i) Lease liabilities(iii) 113,415 38,000 2,564 153,979 noncurrent unsecured US notes(i) Domestic medium term notes(i) Bank loans(i) Hedge payable(ii) Lease liabilities(iii) 181,634 149,420 50,000 81,933 1,698 464,685 288,575 50,000 87,048 4,466 430,089 130,000 2,469 132,469

2011

2010

This note provides information about the contractual terms of Caltexs interest bearing loans and other liabilities. For more information about Caltexs exposure to interest rate and foreign currency risk, see note 17.
(i) The bank loans, domestic medium term notes and the US notes are provided by a number of banks and capital markets. The US notes and hedge payable will mature in: July 2012, totalling $113,414,850, April 2014, totalling $74,199,000, and April 2016, totalling $189,368,000. The domestic medium term notes will mature in November 2018, totalling $149,420,000. Under the loan and note agreements, the Caltex Australia Group is required to comply with certain financial covenants. There is no security or demand placed on the bank loans, domestic medium term notes and US notes. The bank loans and domestic medium term notes are denominated in Australian dollars, and US notes are denominated in Australian and US dollars. (ii) The hedge payable is disclosed within interest bearing liabilities as the hedge was entered into solely as a result of the US dollar borrowings and is inextricably linked to the debt. The noncurrent hedge payable mainly represents the impact of the movement in the exchange rate from the date of inception (6 May 2009, USD exchange rate 0.7090) to 31 December 2011 (USD exchange rate 1.0134) on the amount hedged (USD 175 million). (iii) The implicit rate of interest on finance leases is 14.0% p.a. (2010: 14.0% p.a.). Refer to note 19 for details on the timing and amount of future lease payments.

2011 caltex annual report

75

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

15. provisions
thousands of dollars
Balance at 1 January 2011 Provisions made during the year Provisions used during the year Discounting movement Balance at 31 December 2011 Current Noncurrent

Employee benefits
207,397 48,229 (31,255) (253) 224,118 92,108 132,010 224,118

Site remediation
95,207 14,186 (40,624) 1,944 70,713 12,913 57,800 70,713

other
28,462 28,317 (21,831) 34,948 34,948 34,948

total
331,066 90,732 (93,710) 1,691 329,779 139,969 189,810 329,779

Employee benefits
The current provisions for employee benefits, which include annual leave, long service leave, employee bonus, redundancy and retirement benefits, represent the present value of the estimated future cash outflows to be made by the Group resulting from employees services provided up to the balance date. Provisions for employee benefits which are not expected to be settled within 12 months are calculated using future expected increases in salary rates, including related oncosts, turnover rates, and expected settlement dates based on turnover history and are discounted using the rates attaching to the national government securities, which most closely match the terms of maturity of the related liabilities.

restoration and remediation

Provision is made for the remediation of oil refining, distribution and marketing sites. The estimation of the cost of future remediation activities is subject to potentially significant uncertainties. These uncertainties include the legal and regulatory framework, the magnitude of possible contamination, and the timing and extent of remediation activities required.

other
Other includes legal, insurance and other provisions.

16. issued capital

thousands of dollars
Ordinary shares Issued capital 270 million ordinary shares, fully paid 543,415 543,415

2011

2010

Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders meetings. In the event of the winding up of Caltex Australia Limited, ordinary shareholders rank after all creditors and are fully entitled to any proceeds of liquidation. Caltex grants performance rights to senior executives (refer to the Directors Report on pages 24 to 50 for further detail). For each right that vests, Caltex will purchase a share on market following vesting.

17. Financial instruments

The Groups activities expose it to a variety of financial risks: market risk (including interest rate risk, foreign exchange risk and commodity price risk), credit risk and liquidity risk. The Groups overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Groups financial performance. The Group uses a range of derivative financial instruments to hedge these risk exposures. The Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and foreign exchange risk, and ageing analysis for credit risk. Risk management is carried out by Group Treasury for interest rate risk, foreign exchange exposures, liquidity risk and capital management. Risk management activities in respect of credit risk are carried out by the Groups Credit Risk department. Both Group Treasury and Credit Risk operate under policies approved by the Board of directors. Group Treasury and Credit Risk identify, evaluate and monitor the financial risks in close cooperation with the Groups operating units. The Group has written policies covering specific areas, such as foreign exchange risk (including hedging activities), interest rate risk, liquidity risk and credit risk and they are summarised further below.

76

The Groups principal financial instruments, other than derivatives, comprise bank loans, domestic medium term notes, US notes, finance leases, cash and short term deposits. The main purpose of these financial instruments is to raise finance for the Groups operations. The Group has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations. The Group enters into derivative transactions, principally interest rate swaps, forward currency contracts, and commodity pricing swaps. The purpose is to manage the interest rate risks, currency risks and commodity pricing risks arising from the Groups operations and its sources of finance. It is, and has been throughout the period under review, the Groups policy that no discretionary trading in financial instruments shall be undertaken. The Groups accounting policies in relation to derivatives are set out in note 1. The magnitude of each type of financial risk that has arisen over the year is discussed below.

(a) interest rate risk interest rate instruments

The Group enters into fixed interest rate instruments to manage cash flow risks associated with the interest rates on borrowings that are floating. Interest rate instruments allow the Group to swap floating rate borrowings into fixed rates. Maturities of swap contracts are principally between one and five years. Each contract involves periodic payment or receipt of the net amount of interest. At 31 December 2011, the fixed rates varied from 4.4% p.a. to 5.3% p.a. (2010: 4.4% p.a. to 5.1% p.a.), a weighted average rate of 4.9% p.a. (2010: 4.7% p.a.). The floating rates were at bank bill rates or the RBA cash rate. The net fair value of interest rate swap contracts at 31 December 2011 was $4,897,000 loss (2010: $1,014,000 profit). The Group classifies qualifying interest rate swap contracts as cash flow hedges. The Caltex Australia Group has entered into combined cross currency swap and interest rate swap contracts maturing in three years (30 April 2014) and cross currency swap contracts maturing in five years (30 April 2016) to manage interest rate and currency risks on US dollar denominated borrowings. The net fair value of derivative contracts inextricably linked to US dollar denominated borrowings at 31 December 2011 was $81,933,000 loss (2010: $87,048,000 loss). The Group has combined cross currency swap and interest rate swap contracts classified as cash flow hedges and cross swap contracts (excluding margins) classified as fair value hedges and US and Australian margins classified as cash flow hedges. At 31 December 2011, if interest rates had changed by /+1% from the year end rates, with all other variables held constant, net profit for the year for the Group would have been $1,200,000 higher/$1,100,000 lower (2010: $750,000 higher/$1,055,000 lower), and equity would have been $3,000,000 lower/$2,800,000 higher (2010: $3,660,000 lower/$3,450,000 higher).

Interest rate sensitivity analysis

2011 Dollars
Interest rates decrease 1% Interest rates increase 1%

2010 Equity Net profit

750,000 (1,055,000)

Net profit
1,200,000 (1,100,000)

Equity
(3,660,000) 3,450,000

(3,000,000) 2,800,000

2011 caltex annual report

77

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

17. Financial instruments (continued) (a) interest rate risk (continued) interest rate risk exposure
The Groups exposure to interest rate risk and the effective weighted average interest rate for classes of financial assets and liabilities are set out as follows:

Fixed interest maturing in: Floating interest rate less than one year Between one and five years greater than five years non interest bearing effective interest rate p.a.

Thousands of dollars 31 december 2011

Financial assets Cash at bank and on hand Financial liabilities Bank loans US notes Domestic medium term note Hedge payable Lease liabilities

Note

Total

1,818 1,818 14 14 14 14 14 88,000 88,000

113,415 2,564 115,979

181,634 149,420 81,933 1,698 414,685

1,818 1,818 88,000 295,049 149,420 81,933 4,262 618,664

4.0%

4.6% 10.2% 7.3% 11.2% 14.0%

31 december 2010
Financial assets Cash at bank and on hand Financial liabilities Bank loans US notes Hedge payable Lease liabilities 14 14 14 14 180,000 180,000 2,469 2,469 162,638 23,301 4,466 190,405 125,937 63,747 189,684 180,000 288,575 87,048 6,935 562,558 5.0% 10.4% 10.4% 14.0% 18,377 18,377 18,377 18,377 4.8%

Interest on financial instruments classified as floating rate is repriced at intervals of less than six months. Interest on financial instruments classified as fixed rate is fixed until maturity of the instrument.

(b) Foreign exchange risk

The Caltex Australia Group is exposed to the effect of changes in exchange rates on the operations of the Group. In particular, at least in the short term, the refiner margin is determined principally with reference to the US dollar Singapore spot product price. The Caltex Australia Group enters into forward foreign exchange contracts to cover major capital expenditure items. In addition, in June 2010 the Caltex Australia Group implemented a foreign exchange hedging policy of 50% of the Groups US dollar denominated crude and product payables exposure (after applying natural hedges), which is the neutral position. As at 31 December 2011, the total fair value of all outstanding forward contracts amounted to $5,484,000 loss (2010: $8,670,000 loss). US dollar denominated borrowings are swapped into Australian dollar exposure; as a result, there were no net foreign currency gains or losses arising from translation of these borrowings. At 31 December 2011, had the Australian dollar strengthened/weakened by 10% against the US dollar with all other variables held constant, net profit for the year for the Group would have been $26,800,000 higher/$28,300,000 lower (2010: $10,500,000 higher/$12,800,000 lower), and equity would have been $6,200,000 lower/$6,900,000 higher (2010: $4,300,000 lower/$5,200,000 higher) had the Australian dollar strengthened/weakened by 10% against the US dollar.

78

Foreign exchange rate sensitivity analysis

2011 Dollars
AUD strengthens against USD 10% AUD weakens against USD 10%

2010 Equity
(6,200,000) 6,900,000

Net profit
26,800,000 (28,300,000)

Net profit
10,500,000 (12,800,000)

Equity
(4,300,000) 5,200,000

exposure to foreign exchange risk

The carrying amounts of the Groups financial instruments are denominated in the following currencies (Australian dollar equivalent amounts):

2011 thousands of dollars

(Bank overdraft)/cash Trade receivables Trade payables Forward exchange contracts US notes Hedge payable

2010 total
1,818 1,003,056 (1,675,259) (5,484) (295,049) (81,933)

us dollar
(9,565) 66,686 (927,561) (5,484) (181,634) (81,933)

australian dollar
11,383 936,370 (747,698) (113,415)

us dollar
542 106,994 (592,520) (8,670) (176,354) (87,048)

australian dollar
17,835 733,237 (633,753) (112,221)

total
18,377 840,231 (1,226,273) (8,670) (288,575) (87,048)

(c) Commodity price risk

The Group utilises both crude and finished product swap contracts from time to time, on specific cargoes, to manage the risk of price movements (Basis and Timing). The Board approved hedging policy precludes the use of refiner margin hedging. The Board policy seeks to neutralise adverse basis and timing risk brought about by purchase and sales transactions that are materially outside the normal operating conditions of the Group. During the year, the Group employed hedge instruments to correct timing risk issues created by purchasing West African Crude based on a five day Brent pricing window and converting that pricing to whole month average pricing, which is currently in line with the Groups normal crude pricing arrangements. During 2011, 23 cargoes representing 21.8 million barrels of West African Crude were converted from five day pricing to whole month average pricing (2010:12 cargoes and 11.3 million barrels).

(d) credit risk

Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted. The credit risk on financial assets of the Group which have been recognised on the consolidated balance sheet is the carrying amount of trade debtors, net of allowances for impairment. Caltex has a Board approved Credit Policy and manual which provide the guidelines for the management and diversification of the credit risk to Caltex. The guidelines provide for the manner in which the credit risk of customers is assessed and the use of credit rating and other information in order to set appropriate limits of trade with customers. The credit quality of customers is consistently monitored in order to identify any potential adverse changes in the credit risk of the customers. Where sales to retail customers are settled in cash or using major credit cards, the credit risk is mitigated. Caltex also minimises concentrations of credit risk by undertaking transactions with a large number of customers across a variety of industries and networks. Accordingly, there are not any significant concentrations of credit risk. Security is required to be supplied by certain groups of Caltex customers to minimise risk. The security is predominantly in the form of fixed and floating charges over the customers business and mortgages over the business property. However, mortgages are also held over directors property such as residential houses or rural properties. Bank guarantees or insurance bonds are also provided in some cases. The estimated realisable value of the security takes into consideration that the sale of the assets under the security may be in a distressed situation. Credit risk on derivative contracts is minimised as counterparties are recognised financial intermediaries with acceptable credit ratings determined by a recognised ratings agency. Swap and foreign exchange contracts are subject to credit risk in relation to the relevant counterparties, which are principally large banks. The maximum credit risk exposure on foreign currency contracts is the full amount of the foreign currency the Caltex Australia Group pays when settlement occurs, should the counterparty fail to pay the amount which it is committed to pay the Group. The full amount of the exposure is disclosed at note 17(b). The credit risk on interest rate swaps is limited to the positive mark to market amount to be received from counterparties over the life of contracts that are favourable to the Caltex Australia Group. The full amount of the exposure is disclosed at note 17(a).
2011 caltex annual report 79

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

17. Financial instruments (continued) (e) Liquidity risk management

Prudent liquidity risk management implies maintaining sufficient cash and an adequate amount of committed credit facilities to meet the forecast requirements of the business. Due to the dynamic nature of the underlying business, management maintains flexibility in funding by keeping additional committed credit facilities above forecast requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching maturity profiles of financial assets and liabilities. The table below analyses the Groups financial liabilities and net settled derivative financial instruments into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

31 december 2011
Interest bearing liabilities Bank loans US notes

weighted average effective interest rate %

4.6 10.2 7.3 11.2 14.0 4.9

Carrying amount $000

88,000 295,049 149,420 81,933 4,262 4,897 5,484 1,670,362

Contractual cash flows $000

88,201 348,873 225,545 120,043 4,697 5,279 (588,735) 595,235 1,678,043

Less than one year $000

38,155 132,951 10,875 11,901 2,870 2,072 (586,103) 592,364 1,669,556

Between one and five years $000

50,046 215,922 54,375 108,142 1,827 3,207 (2,632) 2,871 8,487

Greater than five years $000

160,295

Domestic medium term notes Hedge payable Lease liabilities Payables Interest rate swaps Forward FX contracts inflow outflow Payables

31 december 2010
Interest bearing liabilities Bank loans US notes Hedge payable Lease liabilities Payables Interest rate swaps Forward FX contracts inflow outflow Payables 8,670 1,227,287 (338,879) 348,299 1,228,710 (338,879) 348,299 1,222,298 6,412 4.7 (1,014) (1,175) (506) (669) 5.0 10.4 10.4 14.0 180,000 288,575 87,048 6,935 180,354 377,457 147,604 7,923 130,139 24,411 13,836 3,004 50,215 224,788 74,736 4,919 128,258 59,032

80

(f) capital risk management

The Groups objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Groups strategy is to maintain a minimum long term credit rating of BBB+, in order to secure access to finance at a reasonable cost. The gearing ratios at 31 December 2011 and 31 December 2010 were as follows:

thousands of dollars
Total interest bearing liabilities Less: cash and cash equivalents Net debt Total equity Total capital Gearing ratio

2011
618,664 (1,818) 616,846 2,218,075 2,834,921 21.8%

2010
562,558 (18,377) 544,181 3,082,596 3,626,777 15.0%

(g) net fair values of financial assets and liabilities

Net fair values of recognised financial assets and liabilities with their carrying amounts shown in the balance sheet are as follows:

thousands of dollars
Receivables Cash and cash equivalents Other investments Interest bearing liabilities Bank loans US notes Domestic medium term notes Cross currency swaps Lease liabilities Payables Interest rate swaps Forward foreign exchange contracts Payables

Asset/(liability) Carrying amount 2011

1,003,056 1,818 3 (88,000) (295,049) (149,420) (81,933) (4,262) (4,897) (5,484) (1,670,362) (1,294,530)

Asset/(liability) Carrying amount 2010

840,231 18,377 15 (180,000) (288,575) (87,048) (6,935) 1,014 (8,670) (1,227,287) (938,878)

Fair value 2011

1,003,056 1,818 3 (88,000) (306,568) (149,420) (81,933) (4,493) (4,897) (5,484) (1,670,362) (1,306,280)

Fair value 2010

840,231 18,377 15 (180,000) (316,252) (87,048) (7,253) 1,014 (8,670) (1,227,287) (966,873)

estimation of fair values

The following summarises the major methods and assumptions used in estimating the fair values of financial instruments:

Derivatives
The fair value of cross currency swaps and interest rate swaps is determined as the present value of future contracted cash flows. Cash flows are discounted using standard valuation techniques at the applicable market yield, having regard to the timing of the cash flows. These valuation techniques use inputs other than quoted prices included within a Level 1 hierarchy, that is they are not priced off identically traded assets or liabilities as these derivatives have been transacted over the counter with banks. This means all derivatives are categorised as a Level 2 hierarchy.

interest bearing loans and borrowings

Cash flows are discounted using standard valuation techniques at the applicable market yield, having regard to the timing of cash flows.

Lease liabilities
The fair value is estimated as the present value of future cash flows, discounted at the rate implicit in the lease agreement.

2011 caltex annual report

81

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

17. Financial instruments (continued) (g) net fair values of financial assets and liabilities (continued) Receivables/payables
For receivables/payables with a remaining life of less than six months, the notional amount is deemed to reflect the fair value. All other receivables/payables are discounted to determine the fair value, if the effect of discounting is material.

interest rates used for determining fair value

Caltex used the government bond rate as of 31 December 2011 plus an adequate constant credit spread to discount financial instruments. The annual interest rates used are as follows:

2011
Lease liabilities Receivables Payables 3% 5 6% 3 6%

2010
5% 6 7% 6%

18. employee BeneFits (a) Liability for employee benefits

thousands of dollars
current Liability for annual leave Liability for long service leave Liability for termination benefits Bonus accrued noncurrent Liability for long service leave Defined benefit superannuation obligation Total liability for employee benefits 15 59,589 72,421 132,010 224,118 57,500 39,899 97,399 207,397 27,443 5,461 28,693 30,511 92,108 25,549 8,516 38,599 37,334 109,998

note

2011

2010

(b) superannuation commitments

The Group contributes to superannuation plans to provide benefits to employees and their dependants upon retirement, disability or death. Employer contributions (where applicable) are based on a percentage of salary. The employer is committed to contribute to the plans as prescribed by the relevant trust deeds and relevant legislation.

caltex australia superannuation plan defined Benefit division

The Caltex Australia Superannuation Plan Defined Benefit Division is predominantly a defined benefit plan, but it also includes the retirement account, which is a defined contribution payable by the Group.

82

Information from the most recent actuarial valuation for the defined benefit plan at 31 December 2011 follows:

thousands of dollars
Movements in the net liability for defined benefit obligation recognised in the balance sheet Net liability for defined benefit obligation at the beginning of the year Expense recognised in the income statement Actuarial losses recognised in retained earnings Employer contributions Benefits paid Net liability for defined benefit obligation at the end of the year reconciliation of the present value of the defined benefit obligation Present value of defined benefit obligation at the beginning of the year Current service cost Interest cost Contributions by plan participants Actuarial losses recognised in retained earnings Benefits paid Present value of defined benefit obligation at the end of the year reconciliation of the fair value of plan assets Fair value of plan assets at the beginning of the year Expected return on plan assets Actuarial (losses)/gains recognised in retained earnings Employer contributions Contributions by plan participants Benefits paid Fair value of plan assets at the end of the year Reconciliation of the net liability recognised in the balance sheet Defined benefit obligation Fair value of plan assets Net liability expense recognised in the income statement The expense is recognised in Refining and Supply expenses, Marketing expenses, and Other expenses in the income statement. Service cost Interest cost Expected return on assets Superannuation expense Amounts recognised in equity Actuarial losses Cumulative actuarial losses plan assets The percentage invested in each asset class at the balance sheet date was: Australian equity International equity Fixed income Alternatives/Other Property Cash

2011
39,899 7,240 31,128 (5,028) (819) 72,420 222,164 9,266 9,534 2,298 12,929 (29,387) 226,804 182,265 11,560 (18,199) 5,028 2,298 (28,568) 154,384 226,804 (154,384) 72,420

2010
43,381 5,786 21,011 (30,279) 39,899 204,726 8,228 8,495 2,369 22,411 (24,065) 222,164 161,345 10,937 1,400 30,279 2,369 (24,065) 182,265 222,164 (182,265) 39,899

9,266 9,534 (11,560) 7,240 31,128 98,965

8,228 8,495 (10,937) 5,786 21,011 67,837

19% 28% 13% 18% 4% 18%

32% 25% 18% 14% 7% 4%

2011 caltex annual report

83

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

18. employee BeneFits (continued) (b) superannuation commitments (continued)

The fair value of plan assets includes no amounts relating to any of the companys own financial instruments, and any property occupied by, or other assets used by, the company. The expected return on assets assumption is determined by weighting the expected long term return for each asset class by the target allocation of assets to each asset class. The returns used for each asset class are net of investment tax and investment fees.

thousands of dollars
Actual return on plan assets (loss)/gain principal actuarial assumptions at the balance sheet date (% p.a.) Discount rate (active members) Discount rate (pensioners) Expected rate of return on plan assets (active members) Expected rate of return on plan assets (pensioners) Expected salary increase rate

2011
(6,639) 3% 4% 7% 8% 5%

2010
12,337 5% 5% 7% 8% 6%

thousands of dollars
historical information Present value of defined benefit obligation Fair value of plan assets Deficit in plan Experience adjustments on plan assets (loss)/gain Experience adjustments on plan liabilities (loss)/gain Expected employer contributions for the reporting year to 31 December 2012 is $5,659,000.

2011
(226,804) 154,384 72,420 (17,202) (1,557)

2010
(222,164) 182,265 39,899 (5,222) (4,868)

2009
(204,726) 161,345 43,381 10,376 4,839

Caltex Australia Guaranteed Retirement Payment Plan benefit

The Caltex Australia Guaranteed Retirement Payment Plan (GRPP) is a benefit for which, if necessary, the company will supplement an eligible members entitlement from the accumulation division to guarantee a minimum total payment. Balances relating to this benefit have been included in the overall defined benefit figures presented in note 18(b) in the financial statements.

caltex australia superannuation plan accumulation division

As this is a defined contribution plan, no actuarial review has been performed on this plan. The plan benefits to members are as described in the trust deed. Funds are available to satisfy all vested benefits in the event of termination of the fund or the voluntary or compulsory termination of employment of each employee of the participating employers.

thousands of dollars
Employer contributions to the accumulation division plan during the year

2011
15,429

2010
14,727

84

19. commitments (a) capital expenditure

thousands of dollars
Capital expenditure contracted but not provided for in the financial report and payable: Within one year 32,511 32,511 16,857 16,857

2011

2010

(b) leases Finance leases

31 december 2011 minimum lease payments
2,871 1,826 4,697

31 december 2010 minimum lease payments

3,004 4,919 7,923

Thousands of dollars
Within one year Between one and five years

Interest
307 128 435

Principal
2,564 1,698 4,262

Interest
535 453 988

Principal
2,469 4,466 6,935

The Caltex Australia Group leases production plant and equipment under finance leases expiring from one to five years. At the end of the lease term, the Group has the option of extending the leases for a further five year period. Some leases involve lease payments comprising a base amount plus an incremental rental. Contingent rentals are based on operating performance criteria. No contingent rentals were paid during the year (2010: nil).

operating leases
thousands of dollars
noncancellable operating leases group as lessee Future minimum rentals payable: Within one year Between one and five years After five years 96,140 317,714 92,369 506,223 85,359 256,328 118,715 460,402

2011

2010

The Group leases property under operating leases expiring from one to 15 years. Leases generally provide the Group with a right of renewal at which time all terms are renegotiated. Lease payments comprise mainly a base amount; however, in a few cases, they include a base amount and incremental contingent rental. Contingent rentals are based on operating performance criteria. No contingent rentals were paid during the year (2010: nil). The expense recognised in the income statement during the year in respect of operating leases is $97,277,000 (2010: $92,107,000). There are no restrictions placed upon the Group by entering into these leases. Renewals are at the option of the specific entity that holds the lease.

operating leases
thousands of dollars
noncancellable operating leases group as lessor Future minimum rentals receivable: Within one year Between one and five years After five years 67,463 110,639 29,951 208,053 The Group leases property under operating leases expiring from one to 15 years. Some of the leased properties have been sublet by the Group. The lease and sublease expire between 2012 and 2021. Note 2 shows the rental income recognised in the income statement in respect of operating leases. 40,757 88,562 70,712 200,031

2011

2010

2011 caltex annual report

85

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

20. contingent assets and liaBilities

The details and estimated maximum amounts of contingent assets and liabilities (for which no provisions are included in the financial report) are set out below. The directors are not aware of any circumstance or information which would lead them to believe that these assets and liabilities will crystallise and consequently no provisions are included in the financial report in respect of these matters.

thousands of dollars

2011

2010

(a) contingent assets legal and other claims

In the ordinary course of business, the Group is involved as a plaintiff in legal proceedings. Where appropriate, Caltex takes legal advice. The Group does not consider that the outcome of any current proceedings is likely to have a material effect on its operations or financial position.

thousands of dollars

2011

2010

(b) contingent liabilities legal and other claims

In the ordinary course of business, the Group is involved as a defendant in legal proceedings. Where appropriate, Caltex takes legal advice. The Group does not consider that the outcome of any current proceedings is likely to have a material effect on its operations or financial position. A liability has been recognised for any known losses expected to be incurred where such losses are capable of reliable measurement.

(c) Bank guarantees

The Group has granted indemnities to banks to cover bank guarantees given on behalf of controlled entities to a maximum exposure of $1,921,724 (2010: $1,997,434).

(d) deed of cross guarantee and class order relief

Note 22(a) lists the companies in the Caltex Australia Group that are parties to a Deed of Cross Guarantee dated 22 December 1992 with Caltex Australia Limited and each other (these companies are notated with (ii)). As parties to the Deed of Cross Guarantee, and by virtue of ASIC Class Order CO 98/1418, these companies are relieved from complying with certain requirements of the Corporations Act. Under the Deed of Cross Guarantee, each company agrees to guarantee all of the debts (in full) of all companies that are parties to the deed subject to, and in accordance with, the terms set out in the deed. No companies have been added to the Deed of Cross Guarantee during the year ended 31 December 2011 or since 1 January 2012 to the date of signing this financial report.

21. auditors remuneration

thousands of dollars
Audit services KPMG Australia Nonaudit services KPMG Australia: Transaction services Other assurance services Taxation services 57 67 24 148 88 52 20 160

2011
767

2010
811

86

22. particulars in relation to controlled entities

% interest

(a) name
companies Ampol Bendigo Pty Ltd Ampol Property (Holdings) Pty Ltd Ampol Refineries (Matraville) Pty Ltd Ampol Road Pantry Pty Ltd Australian Petroleum Marine Pty Ltd B & S Distributors Pty Ltd Bowen Petroleum Services Pty Ltd Brisbane Airport Fuel Services Pty Ltd Calgas Pty Ltd Calstores Pty Ltd Caltex Australia Custodians Pty Ltd Caltex Australia Management Pty Ltd Caltex Australia Nominees Pty Ltd Caltex Australia Petroleum Pty Ltd Caltex Fuel Services Pty Ltd Caltex Lubricating Oil Refinery Pty Ltd Caltex Petroleum (Qld) Pty Ltd Caltex Petroleum (Victoria) Pty Ltd Caltex Petroleum Pty Ltd Caltex Petroleum Services Pty Ltd Caltex Refineries (NSW) Pty Ltd Caltex Refineries (Qld) Pty Ltd Circle Petroleum (Qland) Pty Ltd Cocks Petroleum Pty Ltd Cooper & Dysart Pty Ltd Graham Bailey Pty Ltd Hanietee Pty Ltd Hunter Pipe Line Company Pty Ltd Jayvee Petroleum Pty Ltd Jet Fuels Petroleum Distributors Pty Ltd Kanegood Pty Ltd Link Energy Pty Ltd Manworth Pty Ltd Newcastle Pipe Line Company Pty Ltd Northern Marketing Management Pty Ltd Northern Marketing Pty Ltd Pilbara Fuels Pty Ltd R & T Lubricants Pty Ltd Ruzack Nominees Pty Ltd Solo Oil Australia Pty Ltd Solo Oil Corporation Pty Ltd Solo Oil Investments Pty Ltd Solo Oil Pty Ltd South Coast Oils Pty Ltd South East Queensland Fuels Pty Ltd

note
(ii) (ii)

2011
100 100 100 100

2010
100 100 100 100 100 50 100 100 50 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

(ii) (iii) (iv) (ix) (ii), (vi), (iv)

100 50 100 100 100 100 100 100 100

(ii), (iv) (ii) (ii), (iv) (ii) (ii) (ii) (ii), (iv) (ii), (iv) (ii), (iv)

100 100 100 100 100 100 100 100 100 100 100 100

(x) (ii) (ii) (ii) (viii)

100 100 100 100 100 100 100

(ii) (ii) (ii)

100 100 100 100 100 100 100 100

(ii) (ii)

100 100 100 100

2011 caltex annual report

87

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

22. particulars in relation to controlled entities (continued)

% interest

(a) name (continued)

companies (continued) Sydney Metropolitan Pipeline Pty Ltd Teraco Pty Ltd Travelmate.com.au Pty Ltd Tulloch Petroleum Services Pty Ltd Western Fuel Distributors Pty Ltd Wildbank Pty Ltd unit trusts Eden Equity Unit Trust Petroleum Leasing Unit Trust Petroleum Properties Unit Trust South East Queensland Fuels Unit Trust

note
(iii) (iii) (viii) (ii) (iii) (viii) (v) (vi) (vi) (vii)

2011
60 50 100 50 100 100 100 100

2010
60 50 100 100 50 100 100 100 100 100

(i) All companies were incorporated in Australia. The unit trusts were formed in Australia. (ii) These companies are parties to a Deed of Cross Guarantee dated 22 December 1992 with Caltex Australia Limited and each other. As parties to the Deed of Cross Guarantee, and by virtue of ASIC Class Order CO 98/1418, these companies are relieved from certain requirements of the Corporations Act. Under the Deed of Cross Guarantee, each company agrees to guarantee all of the debts (in full) of all companies that are parties to the deed subject to, and in accordance with, the terms set out in the deed. No companies have been added to or removed from the Deed of Cross Guarantee during the year ended 31 December 2011 or from 1 January 2012 to the date of signing this financial report. (iii) These entities have been included as controlled entities in accordance with AASB 127 Consolidated and Separate Financial Statements. In each case, control exists because a company within the Caltex Australia Group has the ability to dominate the composition of the entitys board of directors, or enjoys the majority of the benefits and is exposed to the majority of the risks of the entity. (iv) These companies were employer companies in the Caltex Australia Group during 2011. Employees of these companies were eligible to participate in the Caltex Australia Limited employee share plans in 2011. (v) Caltex Petroleum Services Pty Ltd is the sole unitholder of this trust. (vi) Solo Oil Pty Ltd is the sole unitholder of these trusts. (vii) Caltex Australia Petroleum Pty Ltd and Caltex Petroleum Services Pty Ltd each own half of the units in this trust. (viii) Kanegood Pty Ltd, Travelmate.com.au Pty Ltd and Wildbank Pty Ltd were deregistered on 4 March 2011. (ix) On 1 November 2011, the Group acquired the remaining 50% interest in Vitalgas Pty Ltd. The name of the company was subsequently changed to Calgas Pty Ltd. (x) On 1 December 2011, the Group acquired 100% of the shares in Graham Bailey Pty Ltd.

88

(b) Income statement for entities covered by the Deed of Cross Guarantee
thousands of dollars
(Loss)/profit before income tax expense Income tax benefit/(expense) Net (loss)/profit Retained earnings at the beginning of the year Movement in reserves Dividends provided for or paid Retained earnings at the end of the year

2011
(1,030,153) 319,850 (710,303) 2,496,113 (26,353) (126,900) 1,632,557

2010
427,548 (117,168) 310,380 2,361,586 (19,346) (148,500) 2,504,120

(c) Balance sheet for entities covered by the Deed of Cross Guarantee
current assets Cash and cash equivalents Receivables Inventories Current tax asset Other total current assets noncurrent assets Receivables Investments accounted for using the equity method Other investments Property, plant and equipment Intangibles Deferred tax assets Other total noncurrent assets total assets current liabilities Payables Interest bearing liabilities Current tax liabilities Provisions total current liabilities noncurrent liabilities Interest bearing liabilities Provisions total noncurrent liabilities total liabilities net assets Equity Issued capital Treasury stock Reserves Retained earnings Total equity 543,415 (430) (9,794) 1,632,557 2,165,748 543,415 (753) (7,309) 2,504,120 3,039,473 438,713 189,689 628,402 2,569,191 2,165,748 434,547 153,726 588,273 2,103,230 3,039,473 1,633,042 153,979 13,987 139,781 1,940,789 1,126,192 131,641 80,049 177,075 1,514,957 1,566 36,531 3 1,491,828 86,904 448,986 83,863 2,149,681 4,734,939 33,350 36,309 15 2,866,388 71,759 13,138 86,393 3,107,352 5,142,703 5,651 857,402 1,715,682 6,523 2,585,258 5,609 629,250 1,383,894 1,266 15,332 2,035,351

2011 caltex annual report

89

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

23. investments accounted For using the equity method (a) investments in associates and joint ventures
% interest 2011
Airport Fuel Services Pty Ltd Australasian Lubricants Manufacturing Company Pty Ltd Cairns Airport Refuelling Service Pty Ltd Geraldton Fuel Company Pty Ltd South Coast Fuels Pty Ltd All above companies are incorporated in Australia. These entities are principally concerned with the sale, marketing and/or distribution of fuel products. 40 50 25 50 50

2010
40 50 25 50 50

Balance date
31 December 31 December 31 December 31 December 31 December

(b) investments in associates

share of associates net profit recognised
1,412 1,328

thousands of dollars
2011 2010

Revenue (100%)
151,648 141,113

Profit (100%)
4,026 3,599

Total assets (100%)

28,168 20,831

net assets share of total as reported associates net liabilities by associates assets equity (100%) (100%) accounted
17,575 12,074 10,593 8,757 5,835 4,748

2011
results of associates Share of associates profit before income tax expense Share of associates income tax expense Share of associates net profit Unrealised (loss)/profit in inventories Share of associates net profit equity accounted commitments Share of associates capital expenditure contracted but not provided for in the financial report and payable: Within one year Share of associates operating lease commitments not provided for in the financial report and payable: Within one year Between one and five years 134 670 804 Share of associates finance lease commitments not provided for in the financial report and payable: Within one year Between one and five years Future finance charges 713 1,288 2,001 (237) 1,764 2,043 (613) 1,430 (18) 1,412

2010
1,896 (569) 1,327 1 1,328

125 626 751 557 1,409 1,966 (266) 1,700

90

(c) investments in joint ventures

thousands of dollars
2011 2010

Revenue (100%)
577,749 559,098

Profit (100%)
2,191 2,099

share of joint ventures net profit recognised

206 2,185

Total assets (100%)

394,079 1,180,643

net assets as share of joint Total reported by ventures net liabilities joint venture assets equity (100%) (100%) accounted
391,177 1,177,002 2,902 3,641 17,738 18,603

2011
results of joint ventures Share of joint ventures profit before income tax expense Share of joint ventures income tax expense Share of joint ventures net profit Unrealised profit in inventories Share of joint ventures net profit equity accounted share of joint ventures assets and liabilities Current assets Noncurrent assets Total assets Current liabilities Noncurrent liabilities Total liabilities commitments Share of joint ventures capital expenditure contracted but not provided for in the financial report and payable: Within one year Share of joint ventures operating lease commitments not provided for in the financial report and payable: Within one year Between one and five years 1,150 586 1,736 23 392,827 1,252 394,079 375,968 15,209 391,177 1,513 (352) 1,161 (955) 206

2010
1,195 (209) 986 1,199 2,185 1,174,586 6,057 1,180,643 1,162,218 14,783 1,177,002

73 924 436 1,360

(d) reconciliation to income statement

Share of net profit of associates accounted for using the equity method Share of net profit of joint ventures accounted for using the equity method 1,412 206 1,618 1,328 2,185 3,513

24. interest in Joint venture operations

The Group has joint interests in multiple Joint User Hydrant Installations (JUHIs), which are based at airports across Australia. The principal activity of the JUHIs is refuelling aircraft at the airports. For the year ended 31 December 2011, the contribution of the JUHIs to the operating profit of the Group was nil (2010: nil). Included in the assets and liabilities of the Group are the Groups interests in the assets and liabilities employed in the joint venture operation:

thousands of dollars
noncurrent assets Plant and equipment expenditure Less: accumulated amortisation total noncurrent assets total assets

2011
42,706 (28,345) 14,361 14,361

2010
37,148 (25,398) 11,750 11,750

2011 caltex annual report

91

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

25. notes to the cash Flow statements (a) Reconciliation of cash and cash equivalents
For the purposes of the cash flow statements, cash and cash equivalents includes:

thousands of dollars
Cash at bank Total cash and cash equivalents

2011
1,818 1,818

2010
18,377 18,377

(b) reconciliation of net profit to net operating cash flows

thousands of dollars
Net (loss)/profit Adjustments for: (Gain)/loss on divestment of noncurrent assets Impairment of fixed assets Fair value adjustment on financial instruments Depreciation of property, plant and equipment Amortisation of intangibles Treasury stock movements net of expense Share of associates and joint ventures net profit Movements in assets and liabilities: Increase in receivables Increase in inventories (Increase)/decrease in other assets Increase in payables (Decrease)/increase in current tax liabilities (Decrease)/increase in deferred tax liabilities (Decrease)/increase in provisions net operating cash inflows (147,279) (330,663) (2,153) 419,672 (65,724) (422,044) (56,766) 446,402 (66,470) (176,198) 9,465 35,612 53,467 9,343 31,629 428,458 (8,507) 1,552,780 (30) 210,855 8,486 2,614 (1,618) 3,100 1,134 (203) 200,356 8,529 4,229 (3,513)

2011
(713,221)

2010
317,978

92

26. Business comBinations 2011 (a) Graham Bailey Pty Ltd (Baileys)
On 1 December 2011, the Group acquired 100% of Graham Bailey Pty Ltd (Baileys) for a consideration of $19,100,000 (plus a potential deferred payment of up to $2,000,000 if particular sales targets are met) plus incidental acquisition costs. The Baileys marine fuel business was founded in Perth in 1986 and is now Australias leading provider of marine fuel, remote infrastructure and related services, with operations in all major Australian ports and its own strong network of 16 sites from south of Western Australia through to Darwin. The following disclosures are provisional and dependent upon the finalisation of completion accounts: In the one month up to 31 December 2011, Baileys contributed a net profit of $225,000 to the consolidated net profit for the year. If the acquisition had occurred on 1 January 2011, the Group estimates that gross sales revenue would have been $115,930,000 greater and net profit would have been $848,000 greater. The acquisition had the following effect on the Groups assets and liabilities:

thousands of dollars
Cash and cash equivalents Receivables Inventories Other current assets Property, plant and equipment Goodwill Payables Net identifiable assets and liabilities Goodwill on acquisition Deferred consideration, based on future performance Consideration paid, satisfied in cash Cash acquired Net cash outflow

original values
50 14,938 1,468 578 3,986 279 (16,976) 4,323

Fair value adjustments

(279) (279)

recognised values
50 14,938 1,468 578 3,986 (16,976) 4,044 17,094 2,000 19,138 50 (19,088)

The recognised values are based on the preacquisition carrying amounts and represent the fair value of assets recorded on acquisition. Goodwill of $17,094,000 has arisen on acquisition of Baileys and represents customer contracts, property leases and other intangible assets that did not meet the criteria for recognition as separately identifiable intangible assets at the date of acquisition.

(b) Vitalgas Pty Ltd (Vitalgas)/Calgas Pty Ltd (Calgas)

On 1 November 2011, the Group dissolved the Vitalgas Pty Ltd (Vitalgas) joint venture agreement by way of purchasing the shares held by Origin Energy Holdings Pty Ltd (Origin) and undertaking associated assets for an acquisition cost of $4,100,000 plus incidental acquisition costs. The name of the company was subsequently changed to Calgas Pty Ltd. Vitalgas, a joint venture between Caltex Australia Limited and Boral Gas Ltd (now Origin Energy Holdings Pty Ltd), was created on 2 September 1985 in order to better compete in the autogas market. In the two months up to 31 December 2011, the subsidiary contributed a net profit of $151,000 to the consolidated net profit for the year. If the acquisition had occurred on 1 January 2011, the Group estimates that gross sales revenue would have been $101,661,000 greater and net profit would have been $1,633,000 greater.

2011 caltex annual report

93

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

26. Business comBinations (continued) (b) Vitalgas Pty Ltd (Vitalgas)/Calgas Pty Ltd (Calgas) (continued)
The acquisition had the following effect on the Groups assets and liabilities:

thousands of dollars
Cash and cash equivalents Receivables Inventories Other current assets Property, plant and equipment Deferred tax balances Payables Net identifiable assets and liabilities Net assets acquired remaining 50% interest Goodwill on acquisition Consideration paid, satisfied in cash Cash acquired remaining 50% interest Net cash outflow

original values
3,276 1,216 582 108 3,881 495 (9,521) 37

Fair value adjustments

6,101 (1,206) 4,895

provisional recognised values

3,276 1,216 582 108 9,982 (711) (9,521) 4,932 2,466 1,655 4,121 1,638 (2,483)

The recognised values are based on the preacquisition carrying amounts and represent the fair value of assets recorded on acquisition. Goodwill of $1,655,000 has arisen on acquisition of the remaining interest in Vitalgas and represents other intangible assets that did not meet the criteria for recognition as separately identifiable intangible assets at the date of acquisition. Goodwill within Vitalgas Pty Limited and Graham Bailey Pty Limited was unable to be recognised as a separate intangible asset under AASB 3. There were no other material business combinations during the year ended 31 December 2011.

(c) etails of entities over which control has been gained or lost during the year D
On 1 March 2011, Caltex incorporated Ampol Singapore Holdings Pte Limited.

2010
There were no material business combinations or entities over which control was gained or lost during the year ended 31 December 2010 for the Caltex Australia Group.

27. Financing arrangements

thousands of dollars
The Caltex Australia Group has access to the following lines of credit: Total facilities available: Bank overdrafts Bank loans and capital markets 39,868 1,727,015 1,766,883 Facilities utilised at balance date: Bank overdrafts Bank loans and capital markets 10,532 614,402 624,934 Facilities not utilised at balance date: Bank overdrafts Bank loans and capital markets 29,336 1,112,613 1,141,949 These facilities are unsecured and have an average maturity of 2.8 years (2010: 2.5 years). 24,059 920,000 944,059 5,941 555,623 561,564 30,000 1,475,623 1,505,623

2011

2010

94

28. related party inFormation (a) Key management personnel

The key management personnel of the Caltex Australia Group during 2011 and 2010 were:

(i) directors of caltex australia limited during 2011 and 2010: Current directors
Ms Elizabeth Bryan, Chairman and NonExecutive Director Mr Julian Segal, Managing Director & CEO Mr Trevor Bourne, NonExecutive Director Mr Brant Fish*, NonExecutive Director Mr Greig Gailey, NonExecutive Director Mr Tim Leveille*, NonExecutive Director (from 1 December 2010) Mr Walt Szopiak*, NonExecutive Director (from 1 September 2010; previously an Alternate Director to 31 August 2010) Mr John Thorn, NonExecutive Director
* Ms Colleen JonesCervantes currently serves as alternate director for Mr Fish and Mr Szopiak (from 1 September 2010) and Mr Leveille (from 1 December 2010). Ms JonesCervantes previously served as a NonExecutive Director to 31 August 2010.

Former directors
Mr Rob Otteson, NonExecutive Director (to 30 November 2010)

(ii) senior executives Current senior executives

Mr Simon Hepworth, Chief Financial Officer Mr Ken James, General Manager Supply and Distribution Mr Peter Lim Company Secretary and General Counsel (appointed 28 March 2011 to an acting role, appointed permanently to the role 1 January 2012) Mr Mike McMenamin, General Manager Strategy, Planning and Development Mr Gary Smith, General Manager Refining Mr Andy Walz, General Manager Marketing Mr Simon Willshire, General Manager Human Resources

Former senior executives

Ms Helen Conway, General Manager Office of the CEO, Company Secretary and General Counsel (to 8 April 2011)

(b) Key management personnel compensation

dollars
Short term benefits Other long term benefits Postemployment benefits Share based payments

2011
10,260,660 451,136 523,808 3,754,505 14,990,109

2010
10,521,333 401,673 546,836 2,625,749 14,095,591

Information regarding directors and executives compensation and some equity instruments disclosures is provided in the Remuneration Report section of the Directors Report on pages 28 to 47.

2011 caltex annual report

95

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

28. related party inFormation (continued) (c) Shareholdings of key management personnel
The movement during the reporting period in the number of shares of Caltex Australia Limited held, directly, indirectly or beneficially, by each key management personnel, including their personally related entities, is as follows:

31 december 2011
directors Elizabeth Bryan Julian Segal Brant Fish Greig Gailey Tim Leveille Walt Szopiak John Thorn Colleen JonesCervantes senior executives Helen Conway Simon Hepworth Ken James Peter Lim Mike McMenamin Gary Smith Andy Walz Simon Willshire
(i)

held at 31 dec 2010

14,946 31,337 5,395 5,000 1,510 66,721 40,653 9,018 21,056 15,252

purchased

vested
35,282 38,322 18,463 12,310 3,223 11,642 14,136 13,736

sold
(30,000)

held at 31 dec 2011

14,946 66,619 5,395 5,000 1,510 75,043 59,116 21,328 3,223 32,698 14,136 28,988

Trevor Bourne

31 december 2010
directors Elizabeth Bryan Julian Segal Brant Fish Greig Gailey Tim Leveille Walt Szopiak John Thorn Colleen JonesCervantes Rob Otteson senior executives Helen Conway Simon Hepworth Ken James Mike McMenamin Gary Smith Andy Walz Simon Willshire
(i)
(i)

held at 31 dec 2009

14,946 5,395 1,510 58,276 31,118 5,684 15,755 8,993

purchased
5,000

vested
31,337 8,445 9,535 3,334 5,301 6,259

sold

held at 31 dec 2010

14,946 31,337 5,395 5,000 1,510 66,721 40,653 9,018 21,056 15,252

Trevor Bourne

In addition, Mr Segal received a joining incentive in 2009 of 73,979 shares. These will vest in 2012 and are disclosed in the Remuneration report (pages 28 to 47).

96

(d) Other key management personnel transactions

Apart from as disclosed in the indemnity section of the Directors Report, no key management personnel have entered into a material contract, loan or other transaction with any entity in the Caltex Australia Group during the year ended 31 December 2011 (2010: nil). During 2011, Ms Bryan was a director of Westpac Banking Corporation. The business relationship between Caltex and Westpac Banking Corporation has been in place for many years and facilities are on normal commercial terms. During 2011, Mr Bourne was a director of Hastie Group Limited and Origin Energy Limited. Transactions with these companies and their subsidiaries were on normal commercial terms. During 2011, Mr Thorn was a director of National Australia Bank Limited, Salmat Limited, Amcor Limited and Kennards Hire Pty Ltd. Transactions with these companies and their subsidiaries were on normal commercial terms.

expertise at Lytton Refinery and one employee (2010: one employee) to provide specialist expertise for an IT project. The total cost borne by Caltex Australia in respect of both secondees was $457,518 (2010: $421,680). This cost includes salary and bonuses, allowances including relocation, and indirect payroll related expenses. Caltex Australia seconded three employees to various roles within the Chevron Group during 2011 (2010: six employees). Caltex paid the salary and bonuses, allowances including relocation, and indirect payroll related expenses for one of these Caltex employees and Chevron Group paid the associated costs for the remaining two employees. Amounts receivable from and payable to other related entities are set out in notes 7 and 13 respectively.

(g) associates
The Caltex Australia Group sold petroleum products to associates totalling $150,658,456 (2010: $125,089,055). The Caltex Australia Group received income from associates for rental income of $189,006 (2010: $107,810). Details of associates are set out in note 23. Amounts receivable from associates are set out in note 7. Dividend and disbursement income from associates is $325,000 (2010: $400,000). Caltex has interests in associates primarily for the marketing, sale and distribution of fuel products. Details of Caltexs interests are set out in note 23.

(e) controlled entities

During 2011, Caltex Australia Limited received dividends from controlled entities of $128,725,000 (2010: $155,543,000) and interest from controlled entities of $18,949,000 (2010: $28,299,000). The amount receivable by Caltex Australia Limited from controlled entities at 31 December 2011 was $381,054,000 (2010: $338,575,000). The amount payable by Caltex Australia Limited to controlled entities at 31 December 2011 was $248,422,000 (2010: $173,926,000). Details of controlled entities are set out in note 22.

(h) Joint ventures

The Caltex Australia Group sold petroleum products to joint ventures totalling $99,733,152 (2010: $62,574,314). The Caltex Australia Group received income from joint ventures for service fees, site fees, operating leases and licence fees of $8,638,589 (2010: $9,567,731). The Caltex Australia Group purchased petroleum products from joint ventures of $186,429,038 (2010: $151,185,781). The Caltex Australia Group received service fee income from joint ventures of $182,500 (2010: $160,000). Dividend and disbursement income from joint ventures is $1,070,266 (2010: $1,345,528). Caltex has interests in joint ventures primarily for the marketing, sale and distribution of fuel products. Details of Caltexs interests are set out in notes 23 and 24.

(f) other related entities

Chevron Global Energy Inc. holds a 50% interest in Caltex Australia Limited. Transactions with the Chevron Group are summarised below. The Caltex Australia Group paid $3,135,401 (2010: $4,978,808) to the Chevron Group for technical service fees. The Caltex Australia Group received $4,682,591 (2010: $4,825,046) for technical service fees from the Chevron Group. These fees are in the ordinary course of business and on normal commercial terms and conditions. The Caltex Australia Group paid $1,600,000 (2010: $1,858,428) to the Chevron Group, including Iron Horse Insurance Company for insurance coverage. Dealings with Iron Horse Insurance Company are in the ordinary course of business and on normal commercial terms and conditions. The Caltex Australia Group purchased crude, other refinery feedstocks and petroleum products from the Chevron Group of $6,352,904,811 (2010: $3,574,245,181). The Caltex Australia Group sold crude, other refinery feedstocks and petroleum products to the Chevron Group of $282,749,788 (2010: $333,556,636). These purchases and sales are in the ordinary course of business and on normal commercial terms and conditions. Payments were made to the Chevron Group in respect of the secondment of Mr Walz. Details of these payments are shown in the Remuneration Report on pages 28 to 47. In addition to the above, the Chevron Group seconded one employee (2010: one employee) primarily to provide specialist

(i) executive share plan and performance rights

Up to 1 January 2007, senior executives could receive shares under Caltex Australia Limiteds LongTerm Incentive Plan, based on the achievement of specific targets related to the performance of the Caltex Australia Group (including return on capital employed and total shareholder return). The terms and conditions of this plan were approved by shareholders at the Annual General Meeting held in April 1999. Executives in the LongTerm Incentive Plan for 2006 are entitled to receive shares in three equal instalments as their shares vest, although dividend and voting entitlements vest immediately. Shares are included as part of bonuses upon vesting. The fair value of services received in return for shares granted are measured by reference to the market price of shares on the grant date.

2011 caltex annual report

97

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

28. related party inFormation (continued) (i) executive share plan and performance rights (continued)
Summary of share movements in the plan:

opening balance

Issued to plan
weighted average fair value per share ($)

Distribution during the year

weighted average fair value per share ($)

Closing balance
weighted average fair value aggregate ($)

number of shares

grant date

number of shares

distribution date

number of shares

number of shares

2010 17,724 17,724 2 Jan 10 1 Oct 2010 (15,316) (2,408) (17,724) 9.41 9.41

Up to 1 January 2010, senior executives could receive shares under Caltex Australia Limiteds Equity Incentive Plan, based on the achievement of specific targets related to the performance of the Caltex Australia Group. Executives in the Caltex Equity Incentive Plan for 2009 were entitled to receive shares in three equal instalments as their shares vest, although dividend and voting entitlements vest immediately. Shares are included as part of bonuses upon vesting. The fair value of services received in return for shares granted are measured by reference to the market price of shares on the grant date. Summary of share movements in the plan:

opening balance

Issued to plan
weighted average fair value per share ($)

Distribution during the year

weighted average fair value per share ($)

Closing balance
weighted average fair value aggregate ($)

number of shares

grant date

number of shares

distribution date

number of shares

number of shares

2011 13,639 13,639 2010 57,088 57,088 7 Apr 2010 1 Oct 2010 (38,478) (4,971) (43,449) 11.63 11.63 13,639 195,992 13,639 195,992 7 apr 2011 (13,639) (13,639) 15.53

Since 1 January 2010, senior executives have deferred one third of their short term incentive (STI), if the STI is higher than a target dollar figure. Details of the deferred STI are included in the Remuneration Report on pages 28 to 47.

98

Summary of share movements in the plan:

opening balance

Granted
weighted average fair value per share ($)

Distribution during the year

weighted average fair value per share ($)

Closing balance
weighted average fair value aggregate ($)

number of shares

grant date

number of shares

distribution date

number of shares

number of shares

2011 172,482 172,482 2010 1 January 2010 172,482 172,482 14.37 172,482 172,482 2,478,566 2,478,566 1 Jan 2011 158,265 158,265 11.77 15 oct 2011 (172,482) (172,482) 13.20 158,265 158,265 1,862,783 1,862,783

Since 1 January 2007, senior executives may receive performance rights under Caltex Australia Limiteds Equity Incentive Plan, based on the achievement of specific targets related to the performance of the Caltex Australia Group. Details of the Caltex Equity Incentive Plan are included in the Remuneration Report on pages 28 to 47. Summary of performance rights in the plan:

opening balance

Issued to plan
Fair value of perform ance rights ($)

Distribution during the year

weighted average fair value per share ($)

Lapsed during the year

weighted average fair value per share ($)

Closing balance
number of perform Fair value ance aggregate rights ($)

number of perform ance rights

number of perform start ance date rights

number of distri perform bution ance date rights

number of perform lapsed ance date rights

2011 822,513 29 apr 11 817,165 29 apr 11 1,639,678 2010 196,155 23 Apr 10 195,275 3 Apr 10 663,357 663,357 7.89 3 Mar 10 1 Oct 10 391,430 1,326,714 (17,891) (11,003) (1,151) (30,045) 10.29 3 Mar 10 (29,809) (3,177) (13,516) (1,919) (48,421) 1,639,678 12,173,030 822,513 6,117,827 7.75 17 Aug 10 11.48 17 Aug 10 11.97 18 Sep 10 1 Oct 10 817,165 6,055,203 383,304 383,304 766,608 6.61 29 mar 11 4.91 29 apr 11 (39,705) (36,911) (76,616) 15.58 29 mar 11 14.36 14 apr 11 29 apr 11 (39,705) (12,274) (97,513) (149,492) 1,092,763 7,682,929 1,087,415 6,963,354 2,180,178 14,646,283

The performance criteria for the performance rights start on 1 January of each of the relevant years, while the issue date follows shortly thereafter. All performance rights may be exercised three years after the grant date and expire 10 years after the grant date.

thousands of dollars
Executive share plan expense

2011
6,242

2010
4,874

29. net tangiBle assets per share

2011
Net tangible assets per share (dollars) 7.82

2010
11.08

Net tangible assets are net assets attributable to members of Caltex less intangible assets. The weighted average number of ordinary shares used in the calculation of net tangible assets per share was 270 million (2010: 270 million).

2011 caltex annual report

99

FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

30. segmented reporting (a) segment disclosures

The accounting policies used by the Group in reporting segments are detailed in note 1.

Types of products and services

The following summary describes the operations in each of the Groups reportable segments:

Marketing
The Marketing function promotes and sells Caltex fuels, lubricants, specialty products and convenience store goods through a national network of Caltex, Caltex Woolworths and Ampol branded service stations, as well as through company owned and nonequity resellers and direct sales to corporate customers.

Refining and supply

Caltex sources the supply of both crude oil and refined products on the international market and refines crude oil into petrol, diesel, jet fuel, base oil for lubricants and many specialty products such as petroleum gas and bitumen. Caltex buys and sells products and schedules product movements to meet marketing sales and the companys broad distribution capabilities encompass pipelines, terminals, depots and both a company and contracted transportation fleet. Caltex sees a domestic Refining and Supply segment as essential to support the Marketing segments earnings.

(b) information about reportable segments

thousands of dollars
Gross segment revenue Product duties and taxes External segment revenue Intersegment revenue total segment revenue Share of profit of associates Depreciation and amortisation Replacement Cost of Sales Operating Profit before interest and income tax other material items: Impairment of intangible assets Inventory (losses)/gains Capital expenditure (including acquisitions)*
*

Marketing 2011
18,913,473 (5,080,150) 13,833,323 13,833,323 1,618 (59,577)

Refining and Supply 2010 2011

2,652,128 2,652,128 12,795,567 15,447,695 (153,452)

Total Operating Segments 2011

21,565,601 (5,080,150) 16,485,451 12,795,567 29,281,018 1,618 (213,029)

2010
2,109,730 2,109,730 10,223,087 12,332,817 (147,073)

2010
18,138,788 (4,914,349) 13,224,439 10,223,087 23,447,526 3,513 (201,555)

16,029,058 (4,914,349) 11,114,709 11,114,709 3,513 (54,482)

697,331

578,164

(208,312)

3,551

489,019

581,715

3,035 (26,533) (143,417)

(14,404) (150,241)

(1,555,815) 223,982 (270,379)

(1,134) 35,646 (202,059)

(1,552,780) 197,449 (413,796)

(1,134) 21,242 (352,300)

Refining and Supply amount ($270 million) includes nonrefinery capital spend of $77 million and $80 million of cyclical maintenance.

100

(c) reconciliation of reportable segment revenues, profit or loss and other material items
thousands of dollars
revenues Total revenue for reportable segments Product duties and taxes Elimination of intersegment revenue Total reportable segments gross revenue Nonfuel income and rebates consolidated revenue profit or loss Total Replacement Cost of Sales Operating Profit for reportable segments Other profit and loss Replacement Cost of Sales Operating Profit before interest and income tax, excluding significant items Significant items excluded from profit and loss reported to the chief operating decision maker: Marketing restructuring expenses Refining restructuring expenses Corporate restructuring expenses FCCU/PDU restructuring costs Other redundancy and related costs Impairment impacts Replacement Cost of Sales Operating Profit before interest and income tax Inventory gains consolidated historical cost (loss)/profit before interest and income tax Net financing costs Net profit attributable to noncontrolling interest consolidated (loss)/profit before income tax (21,606) (19,318) (1,552,780) (1,151,557) 197,449 (954,108) (67,952) 293 (1,021,767) (5,800) (14,963) (2,248) 477,407 21,242 498,649 (57,380) 1,026 442,295 489,019 (46,872) 442,147 581,715 (81,297) 500,418 29,281,018 5,080,150 (12,795,567) 21,565,601 539,603 22,105,204 23,447,526 4,914,349 (10,223,087) 18,138,788 533,117 18,671,905

2011

2010

thousands of dollars
other material items 2011 Depreciation and amortisation Impairment of tangible assets Inventory gains Capital expenditure

reportable segment
(213,029) (1,552,780) 197,449 (413,796)

other
(6,312) (3,569)

consolidated totals
(219,341) (1,552,780) 197,449 (417,365)

thousands of dollars
other material items 2010 Depreciation and amortisation Impairment of tangible assets Inventory gains Capital expenditure

reportable segment
(201,555) (1,134) 21,242 (352,300)

other
(7,330) (8,982)

consolidated totals
(208,885) (1,134) 21,242 (361,282)

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FOR THE YEAR ENDED 31 DECEMBER 2011

Notes to the Financial Statements (continued)

30. segmented reporting (continued) (d) geographical segments

The Caltex Australia Group operates within one geographic region Australia. All of the Groups nonfinancial noncurrent assets are located in the Groups country of domicile, Australia.

(e) major customer

Revenues from one customer of the Groups Marketing segment represent approximately $4,500,000,000 (2010: $3,700,000,000) of the Groups total gross sales revenue (excluding product duties and taxes).

(f) revenue from products and services

thousands of dollars
Petrol Diesel Jet Lubricants Specialty and other products

2011
6,834,827 6,688,691 1,927,431 332,847 701,655 16,485,451

2010
5,798,499 5,005,974 1,525,055 295,559 599,352 13,224,439

31. parent entity disclosures

As at, and throughout, the financial year ended 31 December 2011, the parent entity of the Group was Caltex Australia Limited.

thousands of dollars
Result of the parent entity Profit for the period Other comprehensive income Total comprehensive income for the period Financial position of parent entity at year end Current assets Total assets Current liabilities Total liabilities Total equity of the parent entity comprising: Issued capital Treasury stock Reserves Retained earnings Total equity

2011
91,702 (4,166) 87,536 158,390 1,854,841 165,332 1,139,770 543,415 (430) (7,708) 179,794 715,071

2010
132,128 (901) 131,227 210,565 1,867,875 209,926 1,116,055 543,415 (753) (5,831) 214,989 751,820

Parent entity guarantees in respect of the debts of its subsidiaries

The parent entity has entered into a Deed of Cross Guarantee with the effect that each company agrees to guarantee all of the debts (in full) of all companies that are parties to the deed subject to, and in accordance with, the terms set out in the deed. Further details of the Deed of Cross Guarantee and the subsidiaries subject to the deed are disclosed in note 22(a).

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32. impairment oF noncurrent assets

The recent deterioration in the performance of the refining business unit due to the challenging external environment (including the ongoing strength of the Australian dollar, lower Caltex refiner margins and increasing costs) and the expectation that these factors will be sustained for a prolonged period caused the Group to assess the recoverable amount of its Refinery and Supply assets. The Group determined the recoverable amount of its Refinery and Supply assets by using a discounted cash flow analysis. Determining recoverable amount requires the exercise of significant judgements for both internal and external factors. Judgements for external factors, including but not limited to foreign exchange, Singapore Refiner margins, Brent oil prices and inflation, have been made with reference to historical data and observable market data using a combination of consensus views. The recoverable amount estimate is particularly sensitive to the foreign exchange rate assumption. Judgements for internal factors, including but not limited to applicable discount rate, production volumes, wage growth and other operating costs, have been made with reference to historical data and forward looking business plans. Changes in the long term view of both internal and external judgements may impact the estimated recoverable value. The recoverable amount of the cashgenerating unit (the Refining and Supply operating segment) was estimated based on its value in use (with a discount rate of 14.6% pretax). Based on this assessment it was determined that the carrying value of the refineries was $1,500,000,000 in excess of its recoverable amount. An impairment loss of $1,382,400,000 was recognised with respect to buildings and plant and equipment and $117,600,000 with respect to capital projects in progress. The loss has been recognised in the Refining and Supply operating segment. During the year ended 31 December 2011, the Group announced a decision to cease operation of the #1 Fluidised Catalytic Cracking Unit (FCCU) and the Propane DeAsphalting Unit (PDU) at its Kurnell refinery. The Group assessed the carrying value of these units based on a value in use estimate (with a discount rate of 14.6% pretax). Subsequently, an impairment loss of $55,815,000 was recognised with respect to plant and equipment. The loss has been recognised in the Refining and Supply operating segment.

reversal of prior impairment losses

During the year ended 31 December 2011, the Marketing segment recognised a reversal of impairment of $3,035,000 that had previously been recognised on plant and equipment for nonoperating sites. Five of these sites will now be reopened and therefore the impairment has been reversed.

33. events suBsequent to the end oF the year

No items, transactions or events of a material or unusual nature that, in the opinion of the Board, are likely to significantly affect the operations of Caltex, the results of those operations or the state of affairs of the Group in subsequent financial years, have arisen in the period from 31 December 2011 to the date of this report.

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103

Comparative Financial Information

The additional information on pages 104 to 105 is provided for the information of shareholders. The information is based on, but does not form part of, the 2011 Financial Report.

caltex australia limited consolidated results

profit and loss ($ million) Historical cost operating profit before significant items, interest and income tax expense Interest income Borrowing costs Historical cost income tax expense before significant items Historical cost operating profit after tax and before significant items Significant items (net of tax) Historical cost operating (loss)/profit after income tax dividends Amount paid and payable ($/share) Times covered (excl. significant items) Dividend payout ratio replacement cost basis (excl. significant items) Dividend franking percentage other data Total revenue ($m) Earnings per share historical cost (cents per share) Earnings per share replacement cost (cents per share) (excl. significant items) Earnings before interest and tax historical cost basis ($m) (excl. significant items) Earnings before interest and tax replacement cost basis ($m) (excl. significant items) Operating cash flow per share ($/share) Interest cover historical cost basis Interest cover replacement cost basis (excl. significant items) Return on capital employed historical cost basis (%) Return on capital employed replacement cost basis (excl. significant items) (%)(iv) Equity attributable to members of the company ($m) Total equity ($m) Return on equity attributable to members of the parent entity after tax historical cost basis (%) Total assets ($m) Net tangible asset backing ($/share) Debt ($m) Net debt ($m) Net debt to net debt plus equity (%)
(i)
(iv) (iii)

2011

2010

2009

2008

2007

640 1 (69) (170) 402 (1,116)(i) (714) 0.45 3.31 46% 100% 22,400 (264) 98 640 442 1.7 (14.0) 6.5 (25.2) 9.3 2,206 2,218 18 4,861 7.82 619 617 22

522 2 (59) (131) 333 (16)(ii) 317 0.60 2.06 51% 100% 18,931 117 112 522 500 1.6 8.7 8.7 9 9 3,071 3,083 11 5,291 11.08 563 544 15

648 2 (30) (185) 435 (121) 314 0.25 6.45 21% 100% 17,984 116 120 648 489 2.5 17.0 17.4 9 10 2,915 2,925 15 4,952 10.48 509 487 14

104 4 (60) (13) 34 34 0.36 0.35 52% 100% 23,891 13 69 104 321 1.4 1.8 6.7 1 5 2,592 2,602 1 4,922 9.29 864 832 24

965 7 (46) (280) 646 646 0.80 2.99 49% 100% 19,342 239 164 965 675 2.2 24.7 18.3 19 13 2,817 2,829 23 5,330 10.14 596 582 17

Includes significant items relating to Refining asset impairment ($1,500,000,000), the decision to cease operation of two process plants at Kurnell Refinery which comprises impairment ($55,815,000) and FCCU/PDU restructuring costs ($21,606,000), other redundancy and related costs ($19,318,000), and reversal of prior year impairments ($3,035,000). (ii) Includes significant items relating to the restructuring of Refining and Supply, Marketing and Corporate of $23 million ($16 million after tax). (iii) Dividend payout ratio replacement cost basis calculated as follows: (iv) Return on capital employed is calculated as follows: Dividends paid and payable in respect of financial year Replacement cost profit after income tax (excl. significant items)

Net Profit After Tax Net Debt + Equity

104

Replacement Cost of Sales Operating Profit Basis of Accounting

To assist in understanding the Groups operating performance, the directors have provided additional disclosure of the Groups results for the year on a replacement cost of sales operating profit basis(i), which excludes net inventory gains and losses. On a replacement cost of sales operating profit basis excluding significant items, the Groups net profit after income tax for the year was $264 million, compared to a profit of $318 million in 2010. 2011 net profit before interest, income tax and significant items on a replacement cost of sales operating profit basis was $442 million, a decrease of $58 million from 2010.

$ million
Historical cost net profit before interest, income tax and significant items (Deduct)/add inventory (gains)/losses(ii) Replacement cost net profit before interest, income tax and significant items Net borrowing costs Historical cost income tax expense before significant items Add/(deduct) tax effect of inventory (losses)/gains Replacement cost profit after income tax
* (i)
(iii)

Five years*
2,879 (449) 2,427 (248) (779) 135 1,536

2011
640 (197) 442 (68) (170) 59 264

2010
522 (21) 500 (57) (131) 6 318

2009
648 (158) 489 (28) (185) 48 324

2008
104 217 321 (56) (13) (66) 186

2007
965 (290) 675 (39) (280) 88 444

Note: Totals may not sum due to rounding. The replacement cost of sales operating profit basis (RCOP) removes the impact of inventory gains and losses, giving a truer reflection of underlying financial performance. Gains and losses in the value of inventory due to fluctuations in the USD price of crude oil and foreign exchange impacts constitute a major external influence on company profits. RCOP restates profit to remove these impacts. The Caltex RCOP methodology is consistent with the methods used by other refining and marketing companies for restatement of their financials. As a general rule, an increase in crude prices on an Australian dollar basis will create an earnings gain for Caltex (but working capital requirements will also increase). Conversely, a drop in crude prices on an Australian dollar basis will create an earnings loss. This is a direct consequence of the first in first out (FIFO) costing process used by Caltex in adherence with accounting standards to produce the financial result on a historical cost basis. With Caltex holding approximately 45 to 60 days of inventory, revenues reflect current prices in Singapore whereas FIFO costings reflect costs some 45 to 60 days earlier. The timing difference creates these inventory gains and losses. To remove the impact of this factor on earnings and to better reflect the underlying performance of the business, the RCOP NPAT methodology calculates the cost of goods sold on the basis of theoretical new purchases instead of actual costs from inventory. The cost of these theoretical new purchases is calculated as the average monthly cost of cargoes received during the month of those sales. (ii) Historical cost results include gross inventory gains or losses from the movement in crude oil prices. In 2011, the historical cost result includes $197 million inventory gain (2010: $21 million inventory gain). Net inventory gain is adjusted to reflect impact of revenue lags. (iii) Replacement cost profit after income tax is calculated before taking into account any significant items over the five years. The total effect of these significant items in each year was: 2007: nil 2008: nil 2009: $173 million expenses before tax ($121 million after tax) 2010: $23 million expenses before tax ($16 million after tax) 2011: $1,594 million expenses before tax ($1,116 million after tax)

2011 caltex annual report

105

Shareholder Information

shareholder enquiries
Shareholders with queries about their shares or dividend payments should contact Caltexs share registry, Computershare, on phone 1300 850 505 or fax 03 9473 2500, or through its website (www.computershare.com) using their holder identification number (HIN) or shareholder reference number (SRN) to access their shareholder specific information, or write to: Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Vic 3001 Australia All enquiries should include a SRN or HIN, which is recorded on the shareholders holding statement.

If the shareholder has appointed a proxy, the proxy may vote but, if two proxies are appointed, neither proxy may vote on a show of hands. For a complete analysis of shareholders voting rights, it is recommended that shareholders seek independent legal advice.

securities exchange listing

The companys shares are listed on the Australian Securities Exchange (ticker: CTX)

general enquiries
investor relations
Frances van Reyk 02 9250 5378

Company Secretaries
Peter Lim, Katie King The address and telephone of the registered office is: Level 24 2 Market Street Sydney NSW 2000 T: 02 9250 5000 F: 02 9250 5742 The postal address is: GPO Box 3916 Sydney NSW 2001 website: www.caltex.com.au The address at which the register of shares is kept is: Computershare Investor Services Pty Limited Level 4, 60 Carrington Street Sydney NSW 2000 Australia Tollfree: 1300 850 505 (enquiries within Australia) T: +61 3 9415 4000 (enquiries outside Australia) F: 03 9473 2500 website: www.computershare.com.au The postal address is: GPO Box 2975 Melbourne Vic 3001 Australia

change oF address
Shareholders on the issuer sponsored subregister who have changed their address should notify the share registry in writing. CHESS holders should notify their controlling sponsor.

caltex australia puBlications

Caltexs annual report published in March each year is the main source of information for shareholders. Shareholders who wish to receive a hard copy of the annual report or half year report should notify the share registry in writing.

voting rights
The share capital of Caltex Australia Limited is comprised of 270 million fully paid ordinary shares. Shareholders in Caltex Australia Limited have a right to attend and vote at all general meetings in accordance with the companys Constitution, the Corporations Act and the ASX Listing Rules. At a general meeting, individual shareholders may vote their shares in person or by proxy. A corporate shareholder may vote by proxy or through an individual who has been appointed as the companys body corporate representative. Shareholders with at least two shares may appoint up to two proxies to attend and vote at a general meeting. If shares are held jointly and two or more of the joint shareholders wish to vote, the vote of the shareholder named first in the register will be counted, to the exclusion of the other joint shareholder or shareholders. Shareholders who are entitled to vote at the meeting should note that: on a poll, each shareholder has one vote for each share they hold, and on a show of hands, each shareholder has one vote.

106

general inFormation
The following additional information is provided under ASX Listing Rule 4.10: 1. As at 29 February 2012 1.1 Substantial shareholders: Chevron Global Energy Inc holding 135,000,000 ordinary shares 1.2 There is only one class of equity securities (namely ordinary shares) and the number of holders is 27,049 1.3 The shareholding is distributed as follows:

Category a. 11,000 1,0015,000 5,00110,000 10,001100,000 100,001 and over Rounding Total B. Holders of less than a marketable parcel

number of shareholders 19,407 6,679 597 340 26 27,049 420

number of shares 8,888,192 15,197,529 4,478,254 8,379,058 233,056,967 270,000,000

% 3.29% 5.63% 1.66% 3.10% 86.32% 0.00 100.00%

1.4 The 20 largest shareholders held 86.04% of the ordinary shares in the company. 1.5 The 20 largest holders of ordinary shares and the number of ordinary shares and the percentage of capital held by each are as follows:

Category 1. 2. 3. 4. 5. 6. 7. 8. 9. 11. Chevron Global Energy Inc HSBC Custody Nominees (Australia) Limited National Nominees Limited JP Morgan Nominees Australia Limited Citicorp Nominees Pty Limited JP Morgan Nominees Australia Limited <Cash Income A/C> HSBC Custody Nominees (Australia) Limited GSCO ECA HSBC Custody Nominees (Australia) Limited A/C 2 Queensland Investment Corporation Cogent Nominees Pty Limited

number of shares 135,000,000 30,542,886 26,121,903 19,874,148 7,176,011 3,466,724 1,935,715 1,632,049 1,135,075 1,015,553 999,958 845,159 676,884 511,910 392,100 298,675 176,700 170,621 170,500 167,169 232,309,740

% 50.00 11.31 9.67 7.36 2.66 1.28 0.72 0.60 0.42 0.38 0.37 0.31 0.25 0.19 0.15 0.11 0.07 0.06 0.06 0.06 86.04

10. AMP Life Limited 12. Citicorp Nominees Pty Limited <Colonial First State Inv A/C> 13. UBS Nominees Pty Ltd 14. Australian Reward Investment Alliance 15. Caltex Equity Incentive Plan Trust 16. Cogent Nominees Pty Limited <SMP Accounts> 17. Mrs Frances Mary Karst 18. Navigator Australia Ltd <MLC Investment Sett A/C> 19. Galufo Pty Ltd 20. UBS Nominees Pty Ltd <PB Seg A/C> Total

2011 caltex annual report

107

Statistical Information

year ended 31 decemBer

people Employees(i) assets Fuel refineries Lube oil refinery(ii) Road tankers(iii) Rail cars (operational) Storage terminals operated by Caltex(iv) Star convenience stores (Star Mart, Star Supermarket and Star Shop) Service stations (owned or leased) Depots operations Nameplate refining capacity (barrels per day) Caltex Refineries (NSW) Pty Ltd Caltex Refineries (Qld) Pty Ltd Caltex Lubricating Oil Refinery Pty Ltd(ii) Fuel production (ML) Lubricants production (ML) Total sales volume (ML) Lost time injury frequency rate (LTIFR)(v)
(i) (ii) (iii) (iv) (v)

2011
3,550 2 1 168 66 13 476 802 71

2010
3,546 2 1 170 66 12 472 743 79

2009
3,872 2 1 178 66 12 468 756 88

2008
4,158 2 1 18 62 12 476 748 83

135,000 109,000 3,750 10,686 15 17,156 0.99

135,000 109,000 3,750 10,607 78 16,521 1.35

135,000 109,000 3,750 11,093 107 16,304 2.1

135,000 109,000 3,750 10,834 137 16,493 3.0

Includes employees of Calstores Pty Ltd and Caltex 100% owned resellers. Lube oil refinery closed in December 2011. From 2009, road tanker numbers include Caltex 100% owned reseller fleet. Caltex has access to product supply at a further 8 terminals. Employee and contractor lost time injury frequency rate per million work hours. From 2010, the injury frequency rate was changed to include Marketing contractors.

108

Glossary of Terms

acpl Australian cents per litre. aifrs Australian equivalents to International Financial Reporting Standards. asiC Australian Securities and Investments Commission. asX Australian Securities Exchange. barrel (per barrel) or bbl A measure used for oil production and sales. One barrel equals approximately 160 litres. biofuels Biofuels refers to fuels derived from feedstocks or biomass crops (such as cereals, grains and oilseeds) and waste (such as animal and cooking fat waste). The two main types of biofuel used for transport fuel in Australia are ethanol and biodiesel. Ethanol production relies on plantbased feedstocks like sugar and grains. It is blended with unleaded petrol and can be substituted for regular unleaded petrol in many new and used cars, trucks and motorcycles. Biodiesel production involves the use of plant and/or animal fats. In Australia, biodiesel producers use canola oil, used cooking oil and tallow. When blended with petroleum diesel, it can be used as a substitute in vehicles and stationary engines. Caltex refiner Margin (CrM) CRM represents the difference between the cost of importing a standard Caltex basket of products to eastern Australia and the cost of importing the crude oil required to make that product basket. The CRM calculation basically represents: average Singapore refiner margin + product quality premium + crude discount/(premium) + product freight crude freight yield loss. Capital expenditure Investment in acquisition or improvement of long term assets, such as property, plant or equipment. Ceip Caltex Equity Incentive Plan. Cprs Carbon Pollution Reduction Scheme. ebit Earnings Before Interest and Tax. ebitda Earnings Before Interest, Tax, Depreciation and Amortisation. eite Emissionsintensive tradeexposed refers to industries that are either exporters or compete against imports and produce significant emissions in their production of goods, measured as the weighted average emissions per million dollars of revenue or per million dollars of value added. epa Environment Protection Authority or equivalent state authority. fifo First in, first out inventory costing process. hedge Buyers and sellers of the commodity may enter into long or short term contracts at an agreed price to manage the risk created by price volatility for a commodity (such as crude oil) on a spot market. ifrs International Financial Reporting Standards. Lpg Liquid Petroleum Gas. Lti Lost Time Injury.

Ltifr Lost Time Injury Frequency Rate the number of injuries causing lost time per million hours worked. Marketing The operating businesses of Caltex responsible for a range of activities including companyowned and franchised retail service station operations, companyowned and independent branded resellers and direct sales to commercial customers. Mhf Major Hazard Facility. ML Million litres. ngers National Greenhouse and Energy Reporting Scheme. npat Net Profit After Tax. pp&e Property, Plant and Equipment. rCop Caltex reports its results for statutory purposes on an historical cost basis. We also provide information on our financial results on a replacement cost of sales operating profit (RCOP) basis. The RCOP result removes the impact of fluctuations in the uSD price of crude and foreign exchange on cost of sales. Such impacts constitute a major external influence on company profits. RCOP restates profit to remove these impacts. The Caltex RCOP methodology is consistent with the basis of reporting used by other refining and marketing groups. As a general rule, an increase in crude prices on an Australian dollar basis will create an earnings gain for Caltex (but working capital requirements will also increase). Conversely, a drop in crude prices on an Australian dollar basis will create an earnings loss. This is a direct consequence of the first in first out (FIFO) costing process used by Caltex in adherence with accounting standards to produce the financial result on a historical cost basis. With Caltex holding approximately 45 to 60 days of inventory, revenues reflect current prices in Singapore whereas FIFO costings reflect costs some 45 to 60 days earlier. The timing difference creates these inventory gains and losses. To remove the impact of this factor on earnings and to better reflect the underlying performance of the business, the RCOP NPAT methodology calculates the cost of goods sold on the basis of theoretical new purchases instead of actual costs from inventory. The cost of these theoretical new purchases is calculated as the average monthly cost of cargoes received during the month of those sales. The RCOP result is used by the Board and management for internal review of the companys performance. It is used by the Board for its consideration of dividend (as set out in the dividend policy) and our short term incentive (bonus) scheme. refining and supply The operating businesses of Caltex responsible for refining crude oil into petrol, diesel, jet fuel, and base oil for lubricants and producing many specialty products such as liquid petroleum gas (LPG) and bitumen. Also responsible for the purchasing, sale and distribution of crude and refined product. trV Total Reward Value. tsr Total Shareholder Return.

The Caltex 2011 Annual Report cover is printed on Impact. Impact is made with a carbon neutral manufacturing process*, is FSC COC certified and consists of 100% post consumer waste recycled fibre. *Mill use 86% renewable energy, meaning emissions generated by producing Impact are incredibly low.

The Annual Report inside is printed on Sun Offset. Sun Offset is proudly made FSC certified by Sun Paper who also carry the ISO 14001 EMS accreditation. Made with elemental chlorine free pulps.

precinct.com.au

109

Corporate offiCes Caltex australia Limited

ACN 004 201 307

share registry Computershare investor services pty Limited

GPO Box 2975 Melbourne VIC 3001 Australia Tollfree: 1300 850 505 (enquiries within Australia) T: +61 3 9415 4000 (enquiries outside Australia) F: 03 9473 5000 w w w .computershare.com

refineries Caltex refineries (nsW) pty Ltd

ACN 000 108 725 2 Solander Street Kurnell NSW 2231 T: 02 9668 1111 F: 02 9668 1188 Community hotline: 1800 802 385

Marketing offiCes new south Wales

Caltex Banksmeadow terminal Penhryn Road Banksmeadow NSW 2019 T: 02 9695 3600 F: 02 9666 5737

CustoMer support feedbaCk Line

(complaints, compliments and suggestions) MonFri 8.30 am to 5.00 pm (EST) T: 1800 240 398

ACN 000 032 128 Level 24 2 Market Street Sydney NSW 2000 Australia

Caltex australia petroleum pty Ltd

Mail: GPO Box 3916 Sydney NSW 2001 Australia T: 02 9250 5000 F: 02 9250 5742 w w w .caltex.com.au

Queensland/ northern territory

Caltex Lytton terminal Tanker Street, off Port Drive Lytton QLD 4178 T: 07 3877 7333 F: 07 3877 7464

Card support Centre

Card enquiries 24 hours/seven days T: 1300 365 096

Caltex refineries (Qld) pty Ltd

ACN 008 425 581 South Street Lytton QLD 4178 T: 07 3362 7555 F: 07 3362 7111 Environmental hotline: 1800 675 487

Lubelink
MonFri 8.00 am to 6.00 pm (EST) T: 1300 364 169

Victoria/tasmania
Caltex Newport terminal 411 Douglas Parade Newport VIC 3015 T: 03 9287 9555 F: 03 9287 9572

south australia
Caltex Birkenhead terminal 2 Elder Road Birkenhead SA 5015 T: 08 8385 2311 F: 08 8242 8334

Western australia
Caltex Fremantle terminal 85 Bracks Street North Fremantle WA 6159 T: 08 9430 2888 F: 08 9335 3062

www.caltex.com.au